{"id":41832,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/7151-gateway-blvd-newark-ca-lease-agreement-whlnf-real.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"7151-gateway-blvd-newark-ca-lease-agreement-whlnf-real","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/7151-gateway-blvd-newark-ca-lease-agreement-whlnf-real.html","title":{"rendered":"7151 Gateway Blvd. (Newark, CA) Lease Agreement &#8211; WHLNF Real Estate LP and InVision Technologies Inc."},"content":{"rendered":"<pre>\n                                   LEASE AGREEMENT\n                                      (NNN R&amp;D)\n                               Basic Lease Information\n\nLease Date:                  February 11, 1997\n\nLandlord:                    WHLNF REAL ESTATE LIMITED PARTNERSHIP, a Delaware\n                             limited partnership\n\nLandlord's Address:          c\/o Lincoln Property Company Management Services,\n                             Inc.\n                             101 Lincoln Centre Drive, Fourth Floor\n                             Foster City, California 94404-1167\n\nTenant:                      InVision Technologies, Inc., a Delaware\n                             corporation\n\nTenant's Address:            7151 Gateway Boulevard\n                             Newark, California 94560\n\nPremises:                    Approximately 95,245 rentable square feet as shown\n                             on Exhibit A\n\nPremises Address:            7151 Gateway Boulevard\n                             Newark, California 94560\n\nBuilding II:                 Approximately 95,245 rentable square feet\n\nLot (Building's tax parcel): 092A-2500-006, 537-0460-021,537-0460-022,\n                             537-0460-023, 537-0460-024 and 537-0460-025\nPark: Lincoln Bridgeway\n  Technology Center:         Approximately 170,675 rentable square feet\n\nTerm:                        May 20, 1997 (\"Commencement Date\"), through\n                             May 19, 2007 (\"Expiration Date\")\n\nBase Rent (Section 3):       Zero Dollars ($0.00) per month. (Months 1-2)\n\nAdjustments to Base Rent:    July 20, 1997    $50,151.00    (Months 3-4)\n                             Sept. 20, 1997   $71,433.75    (Months 5-12)\n                             May 20, 1998     $80,958.25    (Months 13-24)\n                             May 20, 1999     $83,815.60    (Months 25-36)\n                             May 20, 2000     $87,625.40    (Months 37-48)\n                             May 20, 2001     $91,435.20    (Months 49-60)\n                             May 20, 2002     $95,245.00    (Months 61-72)\n                             May 20, 2003     $99,054.80    (Months 73-84)\n                             May 20, 2004    $102,864.60    (Months 85-96)\n                             May 20, 2005    $106,674.40    (Months 97-108)\n                             May 20, 2006    $110,484.20    (Months 109-120)\n\nSecurity Deposit \n  (Section 4):               One hundred ten thousand four hundred eighty-four\n                             and 00\/100 Dollars($I 10,484.00) (\"First Security\n                             Deposit\"), plus a eighthundred thousand and 00\/100\n                             Dollars ($800,000.00) standby Letter of Credit\n                             (\"Second Security Deposit\").\n\n*Tenant's Share of Operating Expenses (Section 6.1):          55.81% of the Park\n*Tenant's Share of Tax Expenses (Section 6.2):                55.81% of the Lot\n*Tenant's Share of Common Area Utility Costs (Section 7):     55.81% of the Park\n*Tenant's Share of Utility Expenses (Section 7):              55.81% of the Park\n*The amount of Tenant's Share of the expenses as referenced above shall be\nsubject to modification as set forth\nin this Lease.\n\nPermitted Uses (Section 9):  General office use, research and development,\n                             light assembly, distribution and storage of\n                             explosive devices and other associated uses for\n                             aviation security products, but only to the extent\n                             permitted by the City of Newark and all agencies\n                             and governmental authorities having jurisdiction\n                             thereof.\nUnreserved\nParking Spaces:              Three hundred thirty-three (333) nonexclusive and\n                             undesignated spaces\n\nBroker (Section 38):         Cornish &amp; Carey for Tenant\n                             Bishop Hawk for Landlord\n\nExhibits:                    EXHIBIT A - PREMISES, BUILDING, LOT AND\/OR PARK\n                             EXHIBIT B - TENANT IMPROVEMENTS\n                             EXHIBIT C - RULES AND REGULATIONS\n                             EXHIBIT D - COVENANTS, CONDITIONS AND RESTRICTIONS\n                               (INTENTIONALLY OMITTED)\n                             EXHIBIT E - HAZARDOUS MATERIALS DISCLOSURE\n                               CERTIFICATE - EXAMPLE\n                             EXHIBIT F - CHANGE OF COMMENCEMENT DATE - EXAMPLE\n\n\n                                          1\n\n\n\n\n                             EXHIBIT G - TENANT'S INITIAL HAZARDOUS MATERIALS \n                               DISCLOSURE CERTIFICATE\n                             EXHIBIT H - SIGN CRITERIA (INTENTIONALLY OMITTED)\n\nAddenda:                     ADDENDUM 1: OPTION TO EXTEND\n\n\n\n\n\n\n\n\n\n                                          2\n\n\n\n\n                              TABLE OF CONTENTS\n\nSECTION                                                                PAGE\n-------                                                                ----\n\n1.    PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4\n2.    ADJUSTMENT OF COMMENCEMENT DATE;  CONDITION OF THE PREMISES . . . . 4\n3.    RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5\n4.    SECURITY DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . . . 5\n5.    TENANT IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 6\n6.    ADDITIONAL RENT . . . . . . . . . . . . . . . . . . . . . . . . . . 7\n7.    UTILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9\n8.    LATE CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9\n9.    USE OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . .10\n10.   ALTERATIONS AND ADDITIONS AND SURRENDER OF PREMISES . . . . . . . .11\n11.   REPAIRS AND MAINTENANCE . . . . . . . . . . . . . . . . . . . . . .11\n12.   INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12\n13.   WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . . . . . . . .14\n14.   LIMITATION OF LIABILITY AND INDEMNITY . . . . . . . . . . . . . . .14\n15.   ASSIGNMENT AND SUBLEASING . . . . . . . . . . . . . . . . . . . . .14\n16.   AD VALOREM TAXES. . . . . . . . . . . . . . . . . . . . . . . . . .16\n17.   SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . .16\n18.   RIGHT OF ENTRY. . . . . . . . . . . . . . . . . . . . . . . . . . .16\n19.   ESTOPPEL CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . . .16\n20.   TENANT'S DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . .17\n21.   REMEDIES FOR TENANT'S DEFAULT . . . . . . . . . . . . . . . . . . .17\n22.   HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . . . . . .18\n23.   LANDLORD'S DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . .18\n24.   PARKING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19\n25.   SALE OF PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . .19\n26.   WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19\n27.   CASUALTY DAMAGE . . . . . . . . . . . . . . . . . . . . . . . . . .19\n28.   CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .20\n29.   ENVIRONMENTAL MATTERS\/HAZARDOUS MATERIALS . . . . . . . . . . . . .20\n30.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . .22\n31.   GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . .22\n32.   SIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23\n33.   MORTGAGEE PROTECTION. . . . . . . . . . . . . . . . . . . . . . . .24\n34.   QUITCLAIM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24\n35.   MODIFICATIONS FOR LENDER. . . . . . . . . . . . . . . . . . . . . .24\n36.   WARRANTIES OF TENANT. . . . . . . . . . . . . . . . . . . . . . . .24\n37.   COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT . . . . . . . . . .24\n38.   BROKERAGE COMMISSION. . . . . . . . . . . . . . . . . . . . . . . .25\n39.   QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . .25\n40.   LANDLORD'S ABILITY TO PERFORM TENANT'S UNPERFORMED OBLIGATIONS. . .25\n41.   LANDLORD'S WAIVER . . . . . . . . . . . . . . . . . . . . . . . . .25\n\n\n\n\n\n                                          3\n\n\n\n\n                                   LEASE AGREEMENT\n\nDATE:This Lease is made and entered into as of the Lease Date set forth on Page\n     1.  The Basic Lease, Information set forth on Page 1 and this Lease are and\n     shall be construed as a single instrument.\n\n1.   PREMISES: Landlord hereby leases the Premises to Tenant upon the terms and\nconditions contained herein.  Landlord hereby grants to Tenant a license for the\nright to use, on a non-exclusive basis, parking areas and ancillary facilities\nlocated within the Common Areas of the Park, subject to the terms of this Lease.\nLandlord and Tenant hereby agree that for purposes of this Lease, as of the\nLease Date, the rentable square footage area of the Premises, the Building, the\nLot and the Park shall be deemed to be the number of rentable square feet as set\nforth in the Basic Lease Information on Page 1.  Tenant hereby acknowledges that\nthe rentable square footage of the Premises may include a proportionate share of\ncertain areas used in common by all of the Building and\/or the Park (for example\nan electrical room or telephone room).  Tenant further agrees that the number of\nrentable square feet of the Building, the Lot and the Park may subsequently\nchange after the Lease Date commensurate with any modifications to any of the\nforegoing by Landlord, and Tenant's Share shall accordingly change.\n\n2.   ADJUSTMENT OF COMMENCEMENT DATE;  CONDITION OF THE PREMISES:\n\n     2.1   If Landlord cannot deliver possession of the Premises on the \nCommencement Date, Landlord shall not be subject to any liability nor shall \nthe validity of the Lease be affected; provided, the Lease Term and the \nobligation to pay Rent shall commence on the date possession is tendered and \nthe Expiration Date shall be extended commensurately.  In the event the \ncommencement date and\/or the expiration date of this Lease is other than the \nCommencement Date and\/or Expiration Date provided on Page 1, as the case may \nbe, Landlord and Tenant shall execute a written amendment to this Lease, \nsubstantially in the form of Exhibit F hereto, wherein the parties shall \nspecify the actual commencement date, expiration date and the date on which \nTenant is to commence paying Rent.  The word \"Term\" whenever used herein \nrefers to the initial term of this Lease and any extension thereof.  Except \nas otherwise provided herein, by taking possession of the Premises, Tenant \nshall be deemed to have accepted the Premises in good, condition and state of \nrepair, subject to punchlist items. Landlord shall repair, at its sole cost \nand expense, after receipt of Tenant's written notice thereof, which notice \nmust be delivered to Landlord within the first one hundred-eighty (180) days \nof the term of this Lease, any (i) latent defects in the Premises, and (ii) \nany mechanical HVAC, roof and electrical systems serving the Premises which \nare not in good working order to the extent Tenant has not caused such \nsystems to not be in good working order.  If Tenant fails to timely deliver \nto Landlord any such written notice of the aforementioned defects or \ndeficiencies within said one hundred-eighty (180) days period, Landlord shall \nhave no obligation to perform any such work thereafter, except as \nspecifically provided in this Lease. Landlord shall allow Tenant to, \nconcurrently with Landlord (if Landlord so desires, otherwise separately), \nmake a claim against Landlord's general contractor for any patent or latent \ndefects in the initial design or construction of the Tenant Improvements for \na period of five (5) years after the date on which the Tenant Improvements \nare Substantially Completed.  In addition to the foregoing, Tenant shall be \nentitled to enforce, concurrently with Landlord, any warranties made or given \nto Landlord from the general contractor and any major subcontractors with \nrespect to the Tenant Improvements.  Tenant shall be a third party \nbeneficiary of Landlord's construction agreement, and accordingly, Landlord \nagrees to include a provision in Landlord's construction contract to \neffectuate same. Tenant hereby acknowledges and agrees that neither Landlord \nnor Landlord's agents or representatives has made any representations or \nwarranties as to the suitability, safety or fitness of the Premises for the \nconduct of Tenant's business, Tenant's intended use of the Premises or for \nany other purpose.  The Building shell construction shall include all items \nlisted on Exhibit B-1.\n \n     Landlord and Tenant hereby acknowledge and agree that as of the Lease \nDate the Building construction has not been completed on the Lot.  \nNotwithstanding the foregoing to the contrary, (A) in the event that for \nreasons other than the occurrence of a Force Majeure Delay (as hereinafter \ndefined) or a Tenant Delay (as hereinafter defined) the Commencement Date has \nnot occurred by the date which is ninety (90) days after the Commencement \nDate stated on Page 1, (\"Last Occupancy Date\"), Tenant may elect to terminate \nthe Lease. Termination of the Lease by Tenant as provided for herein shall be \nthe sole and exclusive remedy of Tenant for Landlord's failure to deliver the \nPremises.  Tenant shall exercise the right to terminate provided for herein \nby giving Landlord written notice of its intent to so terminate (\"Termination \nNotice\").  The Termination Notice shall be given, if at all, on or before the \ndate which is five (5) days after the Last Occupancy Date. Termination of the \nLease shall be effective fifteen (15) days after Landlord's receipt of the \nTermination Notice. In the event that Tenant gives the Termination Notice, \nand in the further event that during such fifteen (15) day period, the \nCommencement Date occurs, the Tenant shall not be entitled to terminate the \nLease as provided for herein.  For purposes of this paragraph the term \"Force \nMajeure Delay\" shall mean any actual delay beyond the reasonable control of \nLandlord in completion of the Tenant Improvements which is not a Tenant Delay \nand which is caused by, with limitation, any one or more of the following: \n(a) wars; (b) fire; (c) earthquake, flood or other natural disaster, (d) \nunusual and unforeseeable delay not within the reasonable control of \nLandlord; (e) casualties; (f) other acts of God; or (g) governmental action \nor inaction (including failure, refusal or delay in issuing permits, \napprovals and\/or authorizations), or injunction, permit appeal or court order \nrequiring cessation of construction taking place in the Premises.  The Term \n\"Tenant Delay\" shall mean any delay in completion of the Tenant Improvements \nresulting from any or all of the following: (i) Tenant's failure to timely \nperform any of its obligations under the Lease, including any failure to \ncomplete on or before the date due thereof, any actual item which is Tenant's \nresponsibility to complete or perform; (ii) Tenant's delay in approving \nplans, specifications, drawings, and any other documents setting forth and\/or \ndescribing the Tenant Improvements, including, without limitation, the Final \nDrawings, beyond those periods of time permitted by the terms of the Lease; \n(iii) Tenant's changes to Landlord and Tenant approved plans, specifications, \ndrawings or any other documents describing and\/or depicting the Tenant \nImprovements; (iv) Tenant's request for\n\n                                          4\n\n\n\nmaterials, finishes, or installations which are not readily available or \nwhich are incompatible with Landlord's standard materials, finishes or \ninstallations for the Premises; (v) Tenant's use or occupancy of the Premises \nduring the construction of the Tenant Improvements or any act or failure to \nact by Tenant in connection with its use or occupancy of the Premises during \nthe construction of the Tenant Improvements.  Upon termination of the Lease \nby Tenant pursuant to the terms of this paragraph, Landlord shall promptly \nreturn all prepaid Rent to Tenant.\n\n     2.2   In the event Landlord permits Tenant to occupy the Premises prior \nto the Commencement Date, for purposes other than those permitted pursuant to \nParagraph 13 of Exhibit B of the Lease, such occupancy shall be at Tenant's \nsole risk and subject to all the provisions of this Lease, including, but not \nlimited to, the requirement to pay Rent and the Security Deposit, and to \nobtain the insurance required pursuant to this Lease and to deliver insurance \ncertificates as required herein.  In addition to the foregoing, Landlord \nshall have the right to impose such additional conditions on Tenant's early \nentry as Landlord shall deem appropriate.  If, at any time, Tenant is in \ndefault of any term, condition or provision of this Lease, any such waiver by \nLandlord of Tenant's requirement to pay rental payments shall be null and \nvoid and Tenant shall immediately pay to Landlord all rental payments so \nwaived by Landlord.\n\n3.   RENT: On the date that Tenant executes this Lease, Tenant shall deliver \nto Landlord the original executed Lease, the Base Rent (which shall be \napplied against the Rent payable for the first month Tenant is required to \npay Base Rent), the Security Deposit, and all insurance certificates \nevidencing the insurance required to be obtained by Tenant under Section 12 \nof this Lease.  Tenant agrees to pay Landlord, without prior notice or \ndemand, or abatement, offset, deduction or claim, except as otherwise \nprovided herein, the Base Rent described on Page I, payable in advance at \nLandlord's address shown on Page I on the first day of each month throughout \nthe Term of the Lease.  In addition to the Base Rent set forth on Page i, \nTenant shall pay Landlord in advance and on the first (lst) day of each month \nthroughout the Term of this Lease, as Additional Rent, Tenant's Share of \nOperating Expenses, Tax Expenses, Common Area Utility Costs, and Utility \nExpenses. Tenant shall also pay to Landlord as Additional Rent hereunder, \nimmediately) on Landlord's demand therefor, any and all reasonable costs and \nexpenses incurred by Landlord to enforce the provisions of this Lease, \nincluding, but not limited to, costs associated with the delivery of notices, \ndelivery and recordation of notice(s) of default, reasonable attorneys' fees, \nexpert fees, court costs and filing fees (collectively, the \"Enforcement \nExpenses\").  The term \"Rent\" whenever used herein refers to the aggregate of \nall these amounts.  If Landlord permits Tenant to occupy the Premises without \nrequiring Tenant to pay rental payments for a period of time, the waiver of \nthe requirement to pay rental payments shall only apply to waiver of the Base \nRent and Tenant shall otherwise perform all other obligations of Tenant \nrequired hereunder.  The Rent for any fractional part of a calendar month at \nthe commencement or termination of the Lease term shall be a prorated amount \nof the Rent for a full calendar month based upon a thirty (30) day month.  \nThe prorated Rent shall be paid on the Commencement Date and the first day of \nthe calendar month in which the date of termination occurs, as the case may \nbe.\n\n4.   SECURITY DEPOSIT:\n\n     4.1   FIRST SECURITY DEPOSIT: Upon Tenant's execution of this Lease, \nTenant shall deliver to Landlord, as a First Security Deposit for the \nperformance by Tenant of its obligations under this Lease, the amount \ndescribed on Page 1.  If Tenant is in default, Landlord may, but without \nobligation to do so, use the First Security Deposit, or any portion thereof, \nto cure the default or to compensate Landlord for all damages sustained by \nLandlord resulting from Tenant's default, including, but not limited to the \nEnforcement Expenses. Tenant shall, immediately on demand, pay to Landlord a \nsum equal to the portion of the First Security Deposit so applied or used so \nas to replenish the amount of the First Security Deposit held to increase \nsuch deposit to the amount initially deposited with Landlord.  Within thirty \n(30) days after the termination of this Lease, if possible Landlord shall \nreturn the First Security Deposit to Tenant, less such amounts as are \nreasonably necessary, as determined reasonably by Landlord, to remedy \nTenant's default(s) hereunder or to otherwise restore the Premises to a clean \nand safe condition, reasonable wear and tear excepted.  If the cost to \nrestore the Premises exceeds the amount of the First Security Deposit, Tenant \nshall promptly deliver to Landlord any and all of such excess sums as \nreasonably determined by Landlord.  Landlord shall not be required to keep \nthe First Security Deposit separate from other finds, and, unless otherwise \nrequired by law, Tenant shall not be entitled to interest on the First \nSecurity Deposit.  In no event or circumstance shall Tenant have the right to \nany use of the First Security Deposit and, specifically, Tenant may not use \nthe First Security Deposit as a credit or to otherwise offset any payments \nrequired hereunder, including, but not limited to, Rent or any portion \nthereof.\n\n     4.2   SECOND SECURITY DEPOSIT: For purposes of this Section 4.2 any and \nall references herein to Tenant shall alternatively mean and refer to a \nPermitted Transferee(hereafter defined in Section 15}if Tenant assigns the \nPremises to a Permitted Transferee in accordance with the provisions of \nSection 15 of this Lease. On or before full Lease execution, Tenant shall \ndeliver to Landlord, as a second security deposit (the \"Second Security \nDeposit\") for the full and faithful performance by Tenant of all of its \nobligations under this Lease, an irrevocable negotiable letter of credit, in \nthe form and containing the terms required herein, payable in the City of \nFoster City, California running in favor of Landlord issued by a solvent bank \nunder the supervision of the Superintendent of Banks of the State of \nCalifornia, or a National Banking Association, in the amount of eight hundred \nthousand and 00\/100 dollars ($800,000.00) (the \"Letter of Credit\").  The \nLetter of Credit shall be (a) at sight and irrevocable (b) maintained in \ndeclining amounts stated below, whether through replacement, renewal or \nextension, until the eighth anniversary of the Lease or until Tenant has \nachieved two consecutive years of profitability in either of which cases, \nTenant shall 'no longer by required to maintain the Second Security Deposit.  \nProvided, however if Tenant is or has been in default of any provision of the \nLease beyond any applicable cure period set forth in the Lease at the time of \nthe eighth anniversary of the Lease, the Second\n\n                                          5\n\n\n\nSecurity Deposit shall be maintained as described herein throughout the Term \nof the Lease (the \"Letter of Credit Expiration Date\"), and Tenant shall \ndeliver a new Letter of Credit or certificate of renewal or extension to \nLandlord at least thirty (30) days prior to the expiration of the Letter of \nCredit, without any action whatsoever on the part of Landlord, (c) subject to \nthe Uniform Customs and Practices for Documentary Credits (1983-Rev) \nInternational Chamber of Commerce Publication\/\/400, and (d) acceptable to \nLandlord in its sole discretion.  The Letter of Credit amount shall decline \nand be renewed or extended as follows:\n\n      Origination or\n      Renewal\/Extension Date   Expiration Date   Amount\n                               ---------------   ------\n\n      Lease Execution          May 20, 2000      $800,000.00\n      April 20, 2000           May 20, 2001      $775,020.00\n      April 20, 2001           May 20, 2002      $566,265.00\n      April 20, 2002           May 20, 2003      $377,510.00\n      April 20, 2003           May 20, 2004      $188,755.00\n\nThe above Letter of Credit amounts include the full amount of the amortized \nexcess Tenant Improvement costs as defined in paragraph 10 of Exhibit B of \nthe Lease.  In the event that the full amount of the Excess Tenant \nImprovement costs are not provided by Landlord then the original Letter of \nCredit amounts shall be reduced by the amount of the Excess Tenant \nImprovement Costs that are not provided by Landlord.  The subsequent Letter \nof Credit amounts shall be reduced by twenty (20) percent for each \nrenewal\/extension period as outlined above.\n\nIn addition to the foregoing, the form and terms of the Letter of Credit (and \nthe bank issuing the same) shall be acceptable to Landlord, in Landlord's \nsole discretion, and shall provide, among other things, in effect that: (1) \nLandlord, or its then managing agent, shall have the right to draw down an \namount up to the face amount of the Letter of Credit upon the presentation to \nthe issuing bank of Landlord's (or Landlord's then managing agent's) \nstatement that such amount is due to Landlord under the terms and conditions \nof this Lease, it being understood that if Landlord or its managing agent be \na corporation, partnership or other entity, then such statement shall be \nsigned by an officer (if a corporation), a general partner (if a \npartnership), or any authorized party (if another entity); (2) the Letter of \nCredit will be honored by the issuing bank without inquiry as to the accuracy \nthereof and regardless of whether the Tenant disputes the content of such \nstatement; (3) in the event of a transfer of Landlord's interest in any of \nthe Buildings of which the Premises are a part, Landlord shall have the right \nto transfer the Letter of Credit, in whole or in part (or cause a substitute \nletter of credit to be delivered, as applicable), to the transferee and upon \nsuch transferee's assumption of Landlord's obligations under the Lease, the \nLandlord shall, without any further agreement between the parties, be \nreleased by Tenant from all liability therefor, and it is agreed that the \nprovisions hereof shall apply to every transfer or assignment of the whole or \nany portion of said Letter of Credit to a new Landlord.  If, as a result of \nany such application of all or any part of such security, the amount secured \nby the Letter of Credit shall be less than two hundred fifty-two thousand two \nhundred eighty-eight and 00\/100 dollars ($252,288.00) or the required Letter \nof Credit amount for the corresponding dates above, Tenant shall forthwith \nprovide Landlord with additional letter(s) of credit or cash in an amount \nequal to the deficiency and each such additional letter of credit shall \ncomply with all of the provisions of this Section 4.2.  Tenant further \ncovenants and warrants that it will not assign nor encumber the Letter of \nCredit or any part thereof and that neither Landlord nor its successors or \nassigns will be bound by any such assignment, encumbrance, attempted \nassignment or attempted encumbrance.  Without limiting the generality of the \nforegoing, if the Letter of Credit expires earlier than the Letter of Credit \nExpiration Date, Landlord will accept a renewal thereof or substitute letter \nof credit (such renewal or substitute letter of credit to be in effect not \nlater than thirty (30) days prior to the expiration thereof), irrevocable and \nautomatically renewable as above provided through the Letter of Credit \nExpiration Date upon the same terms as the expiring letter of credit or such \nother terms as may be acceptable to Landlord.  However, if the Letter of \nCredit is not timely renewed or a substitute letter of credit or cash is not \ntimely received, or if Tenant fails to maintain the Letter of Credit in the \namount and terms set forth in this Section 4.2, Tenant, at least thirty (30) \ndays prior to the expiration of the Letter of Credit, or immediately upon its \nfailure to comply with each and every term of this Section 4.2, must deposit \nwith Landlord cash security in the amounts required by, and to be held \nsubject to and in accordance with, all of the terms and conditions set forth \nthis Section 4.2 and all other applicable provisions of this Lease, failing \nwhich the Landlord may present such Letter of Credit to the bank in \naccordance with the terms of this Section 4.2, and the entire sum secured \nthereby shall be paid to Landlord, to be held by Landlord as provided in this \nSection 4.2.  If Tenant is in default after the expiration of any applicable \ncure period, Landlord may, but without obligation to do so, use the Second \nSecurity Deposit, or any portion thereof, to cure the default or to \ncompensate Landlord for all reasonable damages sustained by Landlord \nresulting from Tenant's default, including, but not limited to the \nEnforcement Expenses.  Tenant shall, within ten (10) business days after the \nexpiration of any applicable cure period on demand, pay to Landlord a sum \nequal to the portion of the Second Security Deposit so applied or used so as \nto replenish the amount of the Second Security Deposit held to increase such \ndeposit to the amount initially deposited with Landlord.\n\n5.    TENANT IMPROVEMENTS: Tenant hereby accepts the Premises in the \ncondition in EXHIBIT B attached hereto.  If so specified in EXHIBIT B hereto, \nLandlord or Tenant, as the case may be, shall install the improvements \n(\"Tenant Improvements\") in the Premises in accordance with the terms, \nconditions, criteria and provisions set forth in EXHIBIT B hereto.  Tenant \nacknowledges that neither Landlord nor any of Landlord's agents, \nrepresentatives or employees has made any representations as to the \nsuitability or fitness of the Premises for the conduct of Tenant's business, \nincluding without limitation, any storage incidental thereto, or for any \nother purpose, and that neither Landlord nor any of Landlord's agents, \nrepresentatives or employees has agreed to undertake any alterations or \nconstruct any Tenant Improvements to the Premises except as expressly \nprovided in EXHIBIT B to this Lease.\n\n                                          6\n\n\n\n6.    ADDITIONAL RENT: It is intended by Landlord and Tenant that this Lease \nbe a \"triple net lease\".  The costs and expenses described in this Section 6 \nand all other sums, charges, costs and expenses specified in this Lease other \nthan Base Rent are to be paid by Tenant to Landlord as additional rent \n(collectively, \"Additional Rent\").\n\n      6.1   OPERATING EXPENSES: In addition to the Base Rent set forth in \nSection 3, Tenant shall pay Tenant's Share, which is defined on Page 1, of \nall Operating Expenses as Additional Rent.  The term \"Operating Expenses\" as \nused herein shall mean the total amounts paid or payable by Landlord in \nconnection with the ownership, maintenance, repair and operation of the \nPremises, the Building and the Lot, and where applicable, of the Park \nreferred to on Page 1.  The amount of Tenant's Share of Operating Expenses \nshall be reviewed from time to time by Landlord and shall be subject to \nmodification by Landlord if there is a change in the rentable square footage \nof the Premises, the Building and\/or the Park. These Operating Expenses may \ninclude, but are not limited to:\n\n            6.1.1   Landlord's cost of repairs to, and maintenance of, the \nroof, the roof membrane and the exterior walls of the Building;\n\n            6.1.2   Landlord's cost of maintaining the outside paved area, \nlandscaping and other common areas for the Park.  The term \"Common Areas\" \nshall mean all areas and facilities within the Park exclusive of the Premises \nand the other portions of the Park leased exclusively to other tenants.  The \nCommon Areas include, but are not limited to, interior lobbies, mezzanines, \nparking areas, access and perimeter roads, sidewalks, rail spurs, landscaped \nareas and similar areas and facilities;\n\n            6.1.3   Landlord's annual cost of insurance insuring against fire \nand extended coverage (including, if Landlord elects, \"all risk\" coverage) \nand all other insurance, including, but not limited to, earthquake, flood \nand\/or surface water endorsements for the Building, the Lot and the Park \n(including the Common Areas), rental value insurance against loss of Rent in \nan amount equal to the amount of Rent for a period of at least six (6) months \ncommencing on the date of loss, and subject to the provisions of Section 27 \nbelow, any deductible;\n\n            With respect to property insurance maintained by Landlord \n            hereunder, except as set forth  below, Tenant shall not be \n            required to reimburse Landlord for any premiums paid by  Landlord \n            for insurance covering loss due to earthquake in excess of the \n            Base Amount.  For purposes of the foregoing, the term \"Base \n            Amount\" shall mean (i) with respect to the first  twelve (12) \n            months of the term of this Lease following the Commencement Date, \n            a sum equal  to only the portion of the insurance premium \n            attributable to insurance covering loss due to  earthquake, and \n            (ii) with respect to each twelve (12) month period thereafter, a \n            sum equal to  the amount included in Operating Expenses during \n            the immediately preceding twelve (12)  month period with respect \n            to such premiums, with actual increase not to exceed ten percent  \n            (10%).  However, (a) if any mortgagee of Landlord requires \n            Landlord to maintain earthquake insurance, then Landlord shall \n            pay the excess premium costs over the Base Amount, and (b)  if \n            all mortgagees of Landlord do not require Landlord to maintain \n            earthquake insurance and  the premiums paid for earthquake \n            insurance exceed the Base Amount, then if Tenant does not  elect \n            to pay such excess premium costs, Landlord may elect not to \n            maintain such earthquake  insurance.\n\n            6.1.4   Landlord's cost of modifications to the Building, the \nCommon Areas and\/or the Park occasioned by any rules, laws or regulations \neffective subsequent to the date on which the Building was originally \nconstructed;\n\n            6.1.5   If Landlord elects to so procure, Landlord's cost of \npreventative maintenance, and repair contracts including, but not limited to, \ncontracts for elevator systems and heating, ventilation and air conditioning \nsystems, lifts for disabled persons, and trash or refuse collection;\n\n            6.1.6   Landlord's cost of security and fire protection services \nfor the Building and\/or the Park, as the case may be, if in Landlord's sole \ndiscretion such services are provided;\n\n            6.1.7   Landlord's establishment of reasonable reserves for \nreplacements and\/or repairs of Common Area improvements, equipment and \nsupplies;\n\n            6.1.8   Landlord's cost of supplies, equipment, rental equipment \nand other similar items used in the operation and\/or maintenance of the Park;\n\n            6.1.9   Landlord's cost for the repairs and maintenance items set \nforth in Section 11.2 below; and\n\n            6.1.10  Landlord's cost for the management and administration of \nthe Premises, the Building, the Common Areas and the Park, including without \nlimitation, a property management fee, accounting, auditing, billing, \nsalaries for clerical and supervisory employees (whether located within the \nPark or off-site) and all fees, licenses and permits related to the \nownership, operation and management of any portion of the Park in an amount \nnot to exceed three percent (3 %) of the Rent, excluding for purposes of \ncalculating this sum, the costs described in this Section 6.1.11.\n\n                                          7\n\n\n\n\n            Notwithstanding anything to the contrary contained in this Lease, \n     in no event shall Operating Expenses include the following (collectively \n     \"Costs\"):\n\n            (a)     Costs relating to repairs, alterations, improvements, \n     equipment and tools which would be property capitalized under generally \n     accepted accounting principles, except to the extent of Lessee's share \n     of such costs of the capital items in question;\n\n            (b)    Costs incurred by Lessor to the extent that Lessor is \n     reimbursed by insurance proceeds or otherwise;\n\n            (c)    Costs, including permit, license and inspecting costs, \n     incurred with respect to the installation of improvements made for \n     tenants or other occupants in the Building or incurred with respect to \n     the installation of improvements made for tenants or other occupants in \n     the Building or incurred in renovating or otherwise improving, \n     decorating, painting or redecorating vacant space for tenants or other \n     occupants of the Building;\n\n            (d)     Depreciation, amortization and interest payments, except \n     to the extent provided herein pursuant to paragraph (b) above, and \n     except on materials, tools, supplies and vendor-type equipment purchased \n     by Lessor to enable Lessor to supply services Lessor might otherwise \n     contract for with a third party where such depreciation, amortization \n     and interest payments would otherwise have been included in the charge \n     for such third party's services, all as determined in accordance with \n     generally accepted accounting principles, consistently applied (as \n     applied to commercial real estate), and when depreciation or \n     amortization is permitted or required, the item shall be amortized over \n     its reasonably anticipated useful life (as reasonably determined by \n     Lessor):\n\n            (e)     Leasing commissions, attorneys' fees, space planning \n     costs, and other costs and expenses in connection with negotiations with \n     present or prospective tenants or other occupants of the Building;\n\n            (f)     Expenses in connection with serves or other benefits \n     which are not offered to Lessee or for which Lessee is charged directly \n     but which are provided to another tenant or occupant of the Building;\n\n            (g)    Overhead and profit increments paid to Lessor or to \n     subsidiaries or affiliates of Lessor for goods and\/or services to the \n     extent the same exceed the costs of such goods and\/or services rendered \n     by unaffiliated third parties on a competitive basis;\n\n            (h)    Costs (including in connection therewith all attorneys' \n     fees and costs of settlement, judgments and payments in lieu thereof) \n     arising from claims, disputes or potential disputes (other than claims \n     or disputes, including, but not limited to, tax disputes where the \n     tenants of the Building would receive benefits if Lessor prevails) in \n     connection with potential or actual claims, litigation or arbitrations \n     pertaining to Lessor and\/or the Building; and\n\n            (i)    Any expense not an Operating Expense as defined under GAAP.\n\n      6.2   TAX EXPENSES: In addition to the Base Rent set forth in Section \n3, Tenant shall pay its share, which is defined on Page l, of all real \nproperty taxes applicable to the land and improvements included within the \nLot on which the Premises are situated and one hundred percent (100%) of all \npersonal property taxes now or hereafter assessed or levied against the \nPremises or Tenant's personal property.  The amount of Tenant's Share of Tax \nExpenses shall be reviewed from time to time by Landlord and shall be subject \nto modification by Landlord if there is a change in the rentable square \nfootage of the Premises, the Building and\/or the Park. Tenant shall also pay \none hundred percent (100 %) of any increase in real property taxes \nattributable, in Landlord's sole but reasonable discretion, to any and all \nalterations, Tenant Improvements or other improvements of any kind, which are \nabove standard improvements customarily installed for similar buildings \nlocated within the Building or the Park (as applicable), whatsoever placed \nin, on or about the Premises for the benefit of, at the request of, or by \nTenant.  The term \"Tax Expenses\" shall mean and include, without limitation, \nany form of tax and assessment (general, special, supplemental, ordinary or \nextraordinary), commercial rental tax, payments under any improvement bond or \nbonds, license fees, license tax, business license fee, rental tax, \ntransaction tax, levy, or penalty imposed by authority having the direct or \nindirect power of tax (including any city, county, state or federal \ngovernment, or any school, agricultural, lighting, drainage or other \nimprovement district thereof) as against any legal or equitable interest of \nLandlord in the Premises, the Building, the Lot or the Park, as against \nLandlord's right to rent, or as against Landlord's business of leasing the \nPremises or the occupancy of Tenant or any other tax, fee, or excise, however \ndescribed, including, but not limited to, any value added tax, or any tax \nimposed in substitution (partially or totally) of any tax previously included \nwithin the definition of real property taxes, or any additional tax the \nnature of which was previously included within the definition of real \nproperty taxes.  The term \"Tax Expenses\" shall not include any franchise, \nestate, inheritance, net income, or excess profits tax imposed upon Landlord.\n\n      6.3   PAYMENT OF EXPENSES: Landlord shall estimate Tenant's Share of \nthe Operating Expenses and Tax Expenses for the calendar year in which the \nLease commences.  Commencing on the Commencement Date, one-twelfth (1\/12th) \nof this estimated amount shall be paid by Tenant to Landlord, as Additional \nRent, on the first (lst) day of each month and throughout the remaining \nmonths of such calendar year.  Thereafter, Landlord may estimate such \nexpenses as of the beginning of each calendar year and Tenant shall pay \none-twelfth (1\/12th) of such estimated amount as Additional Rent hereunder on \nthe first day of each month during such calendar year\n\n                                          8\n\n\n\nand for each ensuing calendar year throughout the Term of this Lease.  \nTenant's obligation to pay its Tenant's Share of Operating Expenses and Tax \nExpenses shall survive the expiration or earlier termination of this Lease.\n\n      6.4   ANNUAL RECONCILIATION: By June 30th of each calendar year, or as \nsoon thereafter as reasonably possible, Landlord shall endeavor to furnish \nTenant with an accounting of actual Operating Expenses and Tax Expenses.  \nWithin thirty (30) days of Landlord's delivery.of such accounting, Tenant \nshall pay to Landlord the amount of any underpayment.  Notwithstanding the \nforegoing, failure by Landlord to give such accounting by such date shall not \nconstitute a waiver by Landlord of its right to collect any of Tenant's \nunderpayment at any time.  Landlord shall credit the amount of any \noverpayment by Tenant toward the next estimated monthly installment(s) \nfalling due, or where the Term of the Lease has expired, refund the amount of \noverpayment to Tenant within thirty (30) days of such accounting.  If the \nTerm of the Lease expires prior to the annual reconciliation of expenses \nLandlord shall have the right to reasonably estimate Tenant's Share of such \nexpenses, and if Landlord determines that an underpayment is due, Tenant \nhereby agrees that Landlord shall be entitled to deduct such underpayment \nfrom Tenant's Security Deposit. If Landlord reasonably determines that an \noverpayment has been made by Tenant, Landlord shall refund said overpayment \nto Tenant as soon as practicable thereafter.  Notwithstanding the foregoing, \nfailure of Landlord to accurately estimate Tenant's Share of such expenses or \nto otherwise perform such reconciliation of expenses, including without \nlimitation, Landlord's failure to deduct any portion of any underpayment from \nTenant's Security Deposit, shall not constitute a waiver of Landlord's right \nto collect any of Tenant's underpayment at any time during the Term of the \nLease or at any time after the expiration or earlier termination of this \nLease.\n\n      6.5   AUDIT: After delivery to Landlord of at least five (5) business \ndays prior written notice, Tenant, at its sole cost and expense through any \naccountant designated by it, shall have the right to examine and\/or audit the \nbooks and records evidencing such costs and expenses for the previous one (1) \ncalendar year, during Landlord's reasonable business hours but not more \nfrequently than once during any calendar year.  Any such accounting firm \ndesignated by Tenant may not be compensated on a contingency fee basis.  The \nresults of any such audit (and any negotiations between the parties related \nthereto) shall be maintained strictly confidential by Tenant and its \naccounting firm and shall not be disclosed, published or otherwise \ndisseminated to any other party other than to Landlord and its authorized \nagents.  Landlord and Tenant shall use its best efforts to cooperate in such \nnegotiations and to promptly resolve any discrepancies between Landlord and \nTenant in the accounting of such costs and expenses.  In the event that a \nrefund is determined by Landlord and Tenant or Tenant's accounting firm, to \nbe due to Tenant, then such refund amount shall be paid, together with \ninterest thereupon at ten percent (10%) per annum from the date of Landlord's \ndelivery of its accounting until the payment of such refund.\n\n7.    UTILITIES: Utility Expenses, Common Area Utility Costs and all other \nsums or charges set forth in this Section 7 are considered part of Additional \nRent.  Tenant shall pay the cost of all water, sewer use, sewer discharge \nfees and sewer connection fees, gas, heat, electricity, refuse pickup, \njanitorial service, telephone and other utilities billed or metered \nseparately to the Premises and\/or Tenant. Tenant shall also pay its share of \nany assessments or charges for utility or similar purposes included within \nany tax bill for the Lot on which the Premises are situated, including, \nwithout limitation, entitlement fees, allocation unit fees, and\/or any \nsimilar fees or charges, and any penalties related thereto.  For any such \nutility fees or use charges that are not billed or metered separately to \nTenant, Tenant shall pay to Landlord, as Additional Rent, without prior \nnotice or demand, on the first (lst) day of each month throughout the Term of \nthis Lease the amount which is attributable to Tenant's use of the utilities \nor similar services, as reasonably estimated and determined by Landlord based \nupon factors such as size of the Premises and intensity of use of such \nutilities by Tenant such that Tenant shall pay the portion of such charges \nreasonably consistent with Tenant's use of such utilities and similar \nservices (\"Utility Expenses\").  If Tenant disputes any such estimate or \ndetermination, then Tenant shall either pay the estimated amount or cause the \nPremises to be separately metered at Tenant's sole expense.  In addition, \nTenant shall pay to Landlord Tenant's Share, which is set forth on Page 1, as \nAdditional Rent, without prior notice or demand, on the first (lst) day of \neach month throughout the Term of this Lease, of any Common Area utility \ncosts, fees, charges or expenses (\"Common Area Utility Costs\").  Tenant shall \npay to Landlord one-twelfth (1\/12th) of the estimated amount of Tenant's \nShare of the Common Area Utility Costs in the same manner and time periods as \nspecified in Section 6.3 above and any reconciliation thereof shall also be \nin the same manner as specified in Sections 6.3 and 6.4 above.  The amount of \nTenant's Share of Common Area Utility Costs shall be reviewed from time to \ntime by Landlord and shall be subject to modification by Landlord if there is \na change in the rentable square footage of the Premises, the Building and\/or \nthe Park. Tenant acknowledges that the Premises may become subject to the \nrationing of utility services or restrictions on utility use as required by a \npublic utility company, governmental agency or other similar entity having \njurisdiction thereof. Notwithstanding any such rationing or restrictions on \nuse of any such utility services, Tenant acknowledges and agrees that its \ntenancy and occupancy hereunder shall be subject to such rationing \nrestrictions as may be imposed upon Landlord, Tenant, the Premises, the \nBuilding or the Park, and Tenant shall in no event be excused or relieved \nfrom any covenant or obligation to be kept or performed by Tenant by reason \nof any such rationing or restrictions.  Tenant further agrees to timely and \nfaithfully pay, prior to delinquency, any amount, tax, charge, surcharge, \nassessment or imposition levied, assessed or imposed upon the Premises, or \nTenant's use and occupancy thereof.\n\n8.    LATE CHARGES: Any and all sums or charges set forth in this Section 8 \nare considered part of Additional Rent.  Tenant acknowledges that late \npayment (the sixth day of each month or any time thereafter) by Tenant to \nLandlord of Base Rent, Tenant's Share of Operating Expenses, Tax Expenses, \nCommon Area Utility Costs, and Utility Expenses or other sums due hereunder, \nwill cause Landlord to incur costs not contemplated by this Lease, the exact \namount of such costs being extremely difficult and impracticable to fix.  \nSuch costs include, without limitation, processing and accounting charges, \nand late charges that may be imposed on Landlord by the terms of any note \nsecured by any encumbrance against the Premises, and late charges and \npenalties due to\n\n                                          9\n\n\n\nthe late payment of real property taxes on the Premises.  Therefore, if any \ninstallment of Rent or any other sum due from Tenant is not received by \nLandlord when due or by the expiration of any applicable grace period \nprovided for herein, Tenant shall promptly pay to Landlord all of the \nfollowing, as applicable: (a) an additional sum equal to ten percent (10%) of \nsuch delinquent amount plus interest on such delinquent amount at the rate \nequal to the prime rate plus three percent (3 %) for the time period such \npayments are delinquent as a late charge for every month or portion thereof \nthat such sums remain unpaid, (b) the amount of seventy-five dollars ($75) \nfor each three-day notice prepared for, or served on, Tenant, (c) the amount \nof fifty dollars ($50) relating to checks for which there are not sufficient \nfunds.  If Tenant delivers to Landlord a check for which there are not \nsufficient funds, Landlord may, at its sole option, require Tenant to replace \nsuch check with a cashier's check for the amount of such check and all other \ncharges payable hereunder.  The parties agree that this late charge and the \nother charges referenced above represent a fair and reasonable estimate of \nthe costs that Landlord will incur by reason of late payment by Tenant.  \nAcceptance of any late charge or other charges shall not constitute a waiver \nby Landlord of Tenant's default with respect to the delinquent amount, nor \nprevent Landlord from exercising any of the other rights and remedies \navailable to Landlord for any other breach of Tenant under this Lease.  If a \nlate charge or other charge becomes payable for any three (3) installments of \nRent within any twelve (12) month period, then Landlord, can require the Rent \nbe paid monthly in advance by cashier's check or by electronic funds \ntransfer.  Notwithstanding anything to the contrary contained within this \nLease.  Landlord shall reduce the late charge to seven (7%) percent, but not \nmore than twice during any Lease year.  If Tenant pays Rent late more than \ntwice per Lease year as provided above, Landlord shall be free to impose the \nten (10%) percent late charge.\n\n9.    USE OF PREMISES:\n\n      9.1   COMPLIANCE WITH LAWS, RECORDED MATTERS, AND RULES AND \nREGULATIONS: The Premises are to be used solely for the uses stated on Page 1 \nand for no other uses or purposes without Landlord's prior written consent, \nwhich consent shall not be unreasonably withheld or delayed, but, may be \ngiven or withheld in Landlord's sole discretion.  The use of the Premises by \nTenant and its employees, representatives, agents, invitees, licensees, \nsubtenants, customers or contractors (collectively, \"Tenant's \nRepresentatives\") shall be subject to, and at all times in compliance with, \n(a) any and all applicable laws, ordinances, statutes, orders and regulations \nas same exist from time to time (collectively, the \"Laws\"), (b) any and all \ndocuments, matters or instruments, including without limitation, any \ndeclarations of covenants, conditions and restrictions, and any supplements \nthereto, each of which has been or hereafter is recorded in any official or \npublic records with respect to the Premises, the Building, the Lot and\/or the \nPark, or any portion thereof (collectively, the \"Recorded Matters\"), and (c) \nany and all rules and regulations set forth in Exhibit C, attached to and \nmade a part of this Lease, and any other reasonable rules and regulations \npromulgated by Landlord now or hereafter enacted relating to parking and the \noperation of the Premises, the Building and the Park (collectively, the \n\"Rules and Regulations\"), provided that any Rules and Regulations hereafter \nenacted solely by Landlord shall not unreasonably interfere with Tenant's use \nof, or access to the Premises.  Tenant agrees to, and does hereby, assume \nfull and complete responsibility to ensure that the Premises are adequate to \nfully meet the needs and requirements of Tenant's intended operations of its \nbusiness within the Premises, and Tenant's use of the Premises and that same \nare in compliance with all applicable Laws throughout the Term of this Lease. \nAdditionally, Tenant shall be solely responsible for the payment of all \ncosts, fees and expenses associated with any modifications to the Premises, \nBuilding, the Common Areas and\/or the Park occasioned by the enactment of, or \nchanges to, any Laws arising from Tenant's particular use of the Premises \nregardless of when such Laws become effective.\n\n      Tenant shall not be responsible for making any structural changes to \nthe Premises in order to bring the Premises into compliance with any laws, \ncodes, ordinances, orders or regulations in effect as of the date of this \nLease, unless (i) such structural changes are necessitated as a result of \nTenant's particular use of the Premises or (ii) the requirements for such \nchanges are triggered as a result of any action by Tenant or Tenant's \nrepresentatives on or about the Premises.\n\n      9.2   PROHIBITION ON USE: Tenant shall not use the Premises or permit \nanything to be done in or about the Premises nor keep or bring anything \ntherein which will in any way conflict with any of the requirements of the \nBoard of Fire Underwriters or similar body now or hereafter constituted or in \nany way increase the existing rate of or affect any policy of fire or other \ninsurance upon the Building or any of its contents, or cause a cancellation \nof any insurance policy.  No auctions may be held or otherwise conducted in, \non or about the Premises, the Building, the Lot or the Park without \nLandlord's written consent thereto, which consent may be given or withheld in \nLandlord's sole discretion.  Tenant shall not do or permit anything to be \ndone in or about the Premises which will in any way obstruct or interfere \nwith the rights of Landlord, other tenants or occupants of the Building, \nother buildings in the Park, or other persons or businesses in the area, or \ninjure or annoy other tenants or use or allow the Premises to be used for any \nunlawful or objectionable purpose, as determined by Landlord, in its \nreasonable discretion, for the benefit, quiet enjoyment and use by Landlord \nand all other tenants or occupants of the Building or other buildings in the \nPark; nor shall Tenant cause, maintain or permit any private or public \nnuisance in, on or about the Premises, Building, Park and\/or the Common \nAreas, including, but not limited to, any offensive odors, noises, fumes or \nvibrations.  Tenant shall not damage or deface or otherwise commit or suffer \nto be committed any waste in, upon or about the Premises.  Tenant shall not \nplace or store, nor permit any other person or entity to place or store, any \nproperty, equipment, materials, supplies, personal property or any other \nitems or goods outside of the Premises for any period of time.  Tenant shall \nnot permit any animals, including, but not limited to, any household pets, to \nbe brought or kept in or about the Premises.  Tenant shall place no loads \nupon the floors, walls, or ceilings in excess of the maximum designed load \npermitted by the applicable Uniform Building Code or which may damage the \nBuilding or outside areas; nor place any harmful liquids in the drainage \nsystems; nor dump or store waste materials, refuse or other such materials, \nor allow such to remain outside the Building area, except in refuse\n\n                                          10\n\n\n\ndumpsters or in any enclosed trash areas provided.  Tenant shall honor the \nterms of all Recorded Matters relating to the Premises, the Building, the Lot \nand\/or the Park.  Tenant shall honor the Rules and Regulations. If Tenant \nfails to comply with such Laws, Recorded Matters, Rules and Regulations or \nthe provisions of this Lease, Landlord shall have the right to collect from \nTenant all rights and remedies of Landlord hereunder including, but not \nlimited to, the payment by Tenant to Landlord of all Enforcement Expenses and \nLandlord's reasonable costs and expenses, if any, to cure any of such \nfailures of Tenant, if Landlord, at its sole option, elects to undertake such \ncure.\n\n10.   ALTERATIONS AND ADDITIONS AND SURRENDER OF PREMISES:\n\n      10.1  ALTERATIONS AND ADDITIONS: Tenant shall not install any signs? \nfixtures, improvements, nor make or permit any other alterations or additions \nto the Premises without the prior written consent of Landlord which shall not \nbe unreasonably withheld.  If any such alteration or addition is expressly \npermitted by Landlord, Tenant shall deliver at least twenty (20) days prior \nnotice to Landlord, from the date Tenant intends to commence construction, \nsufficient to enable Landlord to post a Notice of Non-Responsibility.  In all \nevents, Tenant shall obtain all required permits or other governmental \napprovals prior to commencing any of such work and deliver a copy of same to \nLandlord.  All alterations and additions shall be installed by a licensed \ncontractor approved by Landlord, in its reasonable discretion, at Tenant's \nsole expense in compliance with all applicable Laws (including, but not \nlimited to, the ADA as defined herein), Recorded Matters, and Rules and \nRegulations. Tenant shall keep the Premises and the property on which the \nPremises are situated free from any liens arising out of any work performed, \nmaterials furnished or obligations incurred by or on behalf of Tenant.  As a \ncondition to Landlord's consent to the installation of any fixtures, \nadditions or other improvements, excluding the original Tenant Improvements, \nLandlord may require Tenant to post and obtain a completion and indemnity \nbond for up to one hundred percent (100%) of the cost of the work.\n\n      Notwithstanding anything to the contrary contained herein, Tenant may \ninstall, make and permit to be made improvements, alterations and additions \nto the Premises without first obtaining Landlord's written consent thereto, \nprovided that such improvements, alterations or additions to the Premises (a) \nare not structural and do not affect the structural integrity of the Premises \nand\/or the Building, and\/or (b) do not requires the issuance of a building \npermit by the City of Newark, and\/or (c) do not involve electrical and\/or \nplumbing improvements, additions or alterations, and\/or (d) do not require \npenetrations to the roof of the Building, and provided further that the \ncumulative cost of all such improvements, alterations and additions does not \nexceed ten thousand and 00\/100 dollars ($10,000.00) in the aggregate over \neach twelve month period of the Term (\"Permitted Improvements\").  In all \nevents, Tenant shall be required to submit to Landlord, at least ten (10) \nbusiness days prior to commencement of any improvements, written notification \nof Tenant's intention to complete improvements along with all plans, \nspecifications, or construction drawings of such improvements or alterations, \nTenant shall cause all Permitted Improvements to be installed by a licensed \ncontractor and Tenant shall keep the Premises and the property on which the \nPremises are situated free from any liens arising out of any work performed, \nmaterials furnished or obligations incurred by or on behalf of Tenant.  Upon \nLandlord's request, at Tenant's sole expense, all such Permitted Improvements \ninstalled by Tenant shall be removed and the Premises shall be restored to \nits original condition at the expiration or earlier termination of this Lease.\n\n      10.2  SURRENDER OF PREMISES: Upon the termination of this Lease, \nwhether by forfeiture, lapse of time or otherwise, or upon the termination of \nTenant's right to possession of the Premises, Tenant will at once surrender \nand deliver up the Premises, together with the fixtures, additions and \nimprovements which Landlord has notified Tenant, in writing, that Landlord \nwill require Tenant not to remove, to Landlord in good condition and repair \nincluding, but not limited to, replacing all light bulbs and ballasts not in \ngood working condition, excepting for reasonable wear and tear and damage \ncaused by an event of casualty.  Reasonable wear and tear shall not include \nany damage or deterioration to the floors of the Premises arising from the \nuse of forklifts in, on or about the Premises (including, without limitation, \nany marks or stains of any portion of the floors), and any damage or \ndeterioration that would have been prevented by proper maintenance by Tenant \nor Tenant otherwise performing all of its obligations under this Lease.  Upon \nsuch termination of this Lease, Tenant shall remove all tenant signage, trade \nfixtures, furniture, furnishings, personal property, additions, and other \nimprovements unless Landlord requests, in writing, that Tenant not remove \nsome or all of such trade fixtures, additions or improvements installed by, \nor on behalf of Tenant not including the Tenant Improvements as described in \nExhibit B, or situated in or about the Premises.  By the date which is twenty \n(20) days prior to such termination of this Lease, Landlord shall notify \nTenant in writing of those fixtures, alterations, additions and other \nimprovements which Landlord shall require Tenant not to remove from the \nPremises unless Landlord shall have notified Tenant of such non removal \nobligation at the time of granting approval for the same.  Tenant shall \nrepair any damage caused by the installation or removal of such signs, trade \nfixtures, furniture, furnishings, fixtures, additions and improvements which \nare to be removed from the Premises by Tenant hereunder.  If Landlord fails \nto so notify Tenant at least twenty (20) days prior to such termination of \nthis Lease, then Tenant shall remove all tenant signage, fixtures, \nalterations, furniture, furnishings, trade fixtures, additions and other \nimprovements installed in or about the Premises by, or on behalf of Tenant.  \nTenant shall ensure that the removal of such items and the repair of the \nPremises will be completed prior to such termination of this Lease.  \nNotwithstanding anything to the contrary herein, Tenant shall not be required \nto remove the Tenant Improvements installed at the commencement of the term \nof this Lease in accordance with Exhibit B.\n\n11.   REPAIRS AND MAINTENANCE:\n\n      11.1  TENANT'S REPAIRS AND MAINTENANCE OBLIGATIONS: Except for those \nportions of the Building to be maintained by Landlord, as provided in Section \n11.2 below, Tenant shall, at Tenant's sole cost and expense, keep and \nmaintain the Premises and the adjacent areas (including, without limitation, \nany portion of the Common Areas used by Tenant or Tenant's Representatives) \nin good, clean and safe condition and repair\n\n                                          11\n\n\n\nto the satisfaction of Landlord including, but not limited to, repairing any \ndamage caused by Tenant or Tenant's Representatives and replacing any \nproperty so damaged by Tenant or Tenant's Representatives.  Without limiting \nthe generality of the foregoing, Tenant shall be solely responsible for \nmaintaining, repairing and replacing (a) all mechanical systems, heating, \nventilation and air conditioning systems, (b) all plumbing, electrical wiring \nand equipment serving the Premises, (c) all interior lighting (including, \nwithout limitation, light bulbs and\/or ballasts) and exterior lighting \nserving the Premises or adjacent to the Premises, (d) all glass, windows, \nwindow frames, window casements, skylights; interior and exterior doors, door \nframes and door closers, (e) all roll-up doors, ramps and dock equipment, \nincluding without limitation, dock bumpers, dock plates, dock seals, dock \nlevelers and dock lights, (f) all tenant signage, (g) lifts for disabled \npersons serving the Premises, (h) sprinkler systems, fire protection systems \nand security systems, (i) all partitions, fixtures, equipment, interior \npainting, and interior walls and floors of the Premises and every part \nthereof (including, without limitation, any demising walls contiguous to any \nportion of the Premises).  Tenant's obligation to keep, maintain, preserve \nand repair the Premises and the adjacent area shall specifically extend to \nthe cleanup and removal of any and all Hazardous Materials (hereafter \ndefined) occurring in, on or about the Premises.\n\n      11.2  REIMBURSABLE REPAIRS AND MAINTENANCE OBLIGATIONS: Subject to the \nprovisions of Sections 6 and 9 of this Lease and except for (i) the \nobligations of Tenant set forth in Section 11.1 above, and (ii) the repairs \nrendered necessary by the intentional or negligent acts or omissions of \nTenant or Tenant's Representatives, Landlord agrees, at Landlord's expense, \nsubject to reimbursement pursuant to Section 6 above, to keep in good repair \nthe plumbing and mechanical systems exterior to the Premises, any rail spur \nand rail crossing, the roof, roof membranes, exterior walls of the Building, \nsignage (exclusive of tenant signage), and exterior electrical wiring and \nequipment, exterior lighting, exterior glass, exterior doors\/entrances and \ndoor closers, exterior window casements, exterior painting of the Building \n(exclusive of the Premises), and underground utility and sewer pipes outside \nthe exterior walls of the Building. For purposes of this Section 11.2, the \nterm \"exterior\" shall mean exterior to, and not serving the Premises. Unless \notherwise notified by Landlord, in writing, that Landlord has elected to \nprocure and maintain the following described contract(s), Tenant shall \nprocure and maintain (a) the heating, ventilation and air conditioning \nsystems preventative maintenance and repair contract(s); such contract(s) to \nbe on a bi-monthly or quarterly basis, as reasonably determined by Landlord, \nand (b) the fire and sprinkler protection services and preventative \nmaintenance and repair contract(s) (including, without limitation, monitoring \nservices); such contract(s) to be on a bi-monthly or quarterly basis, as \nreasonably determined by Landlord.  Landlord reserves the right, but without \nthe obligation to do so, to procure and maintain (i) the heating, ventilation \nand air conditioning systems preventative maintenance and repair contract(s), \nand\/or (ii) the fire and sprinkler protection services and preventative \nmaintenance and repair contract(s) (including, without limitation, monitoring \nservices).  If Landlord so elects to procure and maintain any such \ncontract(s), Tenant will reimburse Landlord for the cost thereof in \naccordance with the provisions of Section 6 above.  If Tenant procures and \nmaintains any of such contract(s), Tenant will promptly deliver to Landlord a \ntrue and complete copy of each such contract and any and all renewals or \nextensions thereof, and each service report or other summary received by \nTenant pursuant to or in connection with such contract(s).  Notwithstanding \nanything to the contrary herein, capital expenditures incurred by Landlord \nshall be amortized according to standard commercial real estate accounting \npractices, but in no event over a period in excess of fifteen (15) years.\n\n      11.3  LANDLORD'S REPAIRS AND MAINTENANCE OBLIGATIONS: Except for \nrepairs rendered necessary by the intentional or negligent acts or omissions \nof Tenant or Tenant's Representatives, Landlord agrees, at Landlord's sole \ncost and expense, to (a) keep in good repair the structural portions of the \nfloors, foundations and exterior perimeter walls of the Building (exclusive \nof glass and exterior doors), and (b) replace the structural portions of the \nroof of the Building (excluding the roof membrane) as, and when, Landlord \ndetermines such replacement to be necessary in Landlord's sole but reasonable \ndiscretion.\n\n      11.4  TENANT'S FAILURE TO PERFORM REPAIRS AND MAINTENANCE OBLIGATIONS: \nExcept for normal maintenance and repair of the items described above, Tenant \nshall have no right of access to or right to install any device on the roof \nof the Building nor make any penetrations of the roof of the Building without \nthe express prior written consent of Landlord which consent shall not be \nunreasonably withheld or delayed.  If Tenant refuses or neglects to repair \nand maintain the Premises and the adjacent areas properly as required herein \nand to the reasonable satisfaction of Landlord, Landlord may, but without \nobligation to do so, with five (5) business days prior notice to Tenant, \nunless, (in Landlord's discretion,) the nature of the repair can not be \ndelayed five (5) business days, at any time make such repairs and\/or \nmaintenance without Landlord having any liability to Tenant for any loss or \ndamage that may accrue to Tenant's merchandise, fixtures or other property, \nor to Tenant's business by reason thereof, except to the extent any damage is \ncaused by the willful misconduct or gross negligence of Landlord or its \nauthorized agents and representatives.  In the event Landlord makes such \nrepairs and\/or maintenance, upon completion thereof Tenant shall pay to \nLandlord, as additional rent, the Landlord's costs for making such repairs \nand\/or maintenance, plus the greater of one hundred and 00\/100 dollars \n($100.00) or five percent (5%) of the cost of the repair and\/or maintenance \nfor overhead, upon presentation of a bill therefor, plus any Enforcement \nExpenses.  The obligations of Tenant hereunder shall survive the expiration \nof the Term of this Lease or the earlier termination thereof.  Tenant hereby \nwaives any right to repair at the expense of Landlord under any applicable \nLaws now or hereafter in effect respecting the Premises.\n\n12.   INSURANCE:\n\n      12.1  TYPES OF INSURANCE: Tenant shall maintain in full force and \neffect at all times during the Term of this Lease, at Tenant's sole cost and \nexpense, for the protection of Tenant and Landlord, as their interests may \nappear, policies of insurance issued by a carrier or carriers reasonably \nacceptable to Landlord and its lender(s) which afford the following \ncoverages: (i) worker's compensation: statutory limits; (ii) employer's\n\n                                          12\n\n\n\nliability, as required by law, with a minimum limit of $100,000 per employee \nand $500,000 per claim; (iii) primary commercial general liability insurance \n(occurrence form) providing coverage against any and all claims for bodily \ninjury and property damage occurring in, on or about the Premises arising out \nof Tenant's and Tenant's Representatives' use and\/or occupancy of the \nPremises.  Such insurance shall include coverage for blanket contractual \nliability, fire damage, premises, personal injury, completed operations, \nproducts liability, personal and advertising.  Such insurance shall have a \ncombined single limit of not less than One Million Dollars ($1,000,000) per \noccurrence with a Two Million Dollar ($2,000,000) aggregate limit and excess \numbrella insurance in the amount of Two Million Dollars ($2,000,000).  If \nTenant has other locations which it owns or leases, the policy shall include \nan aggregate limit per location endorsement.  If necessary, as reasonably \ndetermined by Landlord, Tenant shall provide for restoration of the aggregate \nlimit; (iv) comprehensive automobile liability insurance: a combined single \nlimit of not less than $2,000,000 per occurrence and insuring Tenant against \nliability for claims arising out of the ownership, maintenance, or use of any \nowned, hired or non-owned automobiles; (v) \"all risk\" property insurance, \nincluding without limitation, sprinkler leakage, boiler and machinery \ncomprehensive form, if applicable, covering damage to or loss of any personal \nproperty, trade fixtures, inventory, fixtures and equipment located in, on or \nabout the Premises, and in addition, coverage for flood, earthquake if \navailable at commercially reasonable rates, and business interruption of \nTenant, together with, if the property of Tenant's invitees is to be kept in \nthe Premises, warehouser's legal liability or bailee customers insurance for \nthe full replacement cost of the property belonging to invitees and located \nin the Premises to the extent required by such customers pursuant to the \nterms of the contract of carriage.  Such insurance shall be written on a \nreplacement cost basis (without deduction for depreciation) in an amount \nequal to one hundred percent (100%) of the full replacement value of the \naggregate of the items referred to in this subparagraph (v); and (vi) such \nother insurance as Landlord deems reasonably necessary and prudent or as may \notherwise be required by any of Landlord's lenders or joint venture partners.\n\n      12.2  INSURANCE POLICIES: Insurance required to be maintained by Tenant \nshall be written by companies (i) licensed to do business in the State of \nCalifornia, (ii) domiciled in the United States of America, and (iii) having \na \"General Policyholders Rating\" of at least A:X (or such higher rating as \nmay be required by a lender having a lien on the Premises) as set forth in \nthe most current issue of \"Best's Insurance Reports.\" Any deductible amounts \nunder any of the insurance policies required hereunder shall not exceed \ncommercially reasonable deductible amounts and shall be subject to Landlord's \nreasonable approval, except that the deductible amounts for Tenant's property \ndamage insurance for Tenant's personal property, trade fixtures and inventory \ndescribed in Section 12.1(v) above shall be in such amounts as Tenant shall \ndetermine in accordance with its standard corporate policies, it being \nacknowledged, however, by Tenant that all such deductible amounts and self \ninsurance shall be deemed self-insured with full waiver of subrogation as set \nforth below in Section 12.3. Tenant shall deliver to Landlord certificates of \ninsurance and true and complete copies of any and all endorsements required \nherein for all insurance required to be maintained by Tenant hereunder at the \ntime of execution of this Lease by Tenant. Tenant shall, at least thirty (30) \ndays prior to expiration of each policy, furnish Landlord with certificates \nof renewal or \"binders\" thereof.  Each certificate shall expressly provide \nthat such policies shall not be cancelable or otherwise subject to \nmodification except after thirty (30) days prior written notice to the \nparties named as additional insureds as required in this Lease (except for \ncancellation for nonpayment of premium, in which event cancellation shall not \ntake effect until at least ten (10) days' notice has been given to Landlord). \n Tenant shall have the right to provide insurance coverage which it is \nobligated to carry pursuant to the terms of this Lease under a blanket \ninsurance policy, provided such blanket policy expressly affords coverage for \nthe Premises and for Landlord as required by this Lease.\n\n      12.3  ADDITIONAL INSUREDS AND COVERAGE: Landlord, any property \nmanagement company and\/or agent of Landlord for the Premises, the Building, \nthe Lot or the Park, any lender(s) of Landlord having a lien against the \nPremises, the Building, the Lot or the Park, and any joint venture partners \nof Landlord shall be named as additional insureds under all of the policies \nrequired in Section 12. l(iii) above.  Additionally, such policies shall \nprovide for severability of interest.  All insurance to be maintained by \nTenant shall, except for workers' compensation and employer's liability \ninsurance, be Primary, without right of contribution from insurance \nmaintained by Landlord.  Any umbrella liability policy or excess liability \npolicy (which shall be in \"following form\") shall provide that if the \nunderlying aggregate is exhausted, the excess coverage will drop down as \nprimary insurance.  The limits of insurance maintained by Tenant shall not \nlimit Tenant's liability under this Lease.  It is the parties' intention that \nthe insurance to be procured and maintained by Tenant as required herein \nshall provide coverage for any and all damage or injury arising from or \nrelated to Tenant's operations of its business and\/or Tenant's or Tenant's \nRepresentatives' use of the Premises and\/or any of the areas within the Park, \nwhether such events occur within the Premises (as described in Exhibit A \nhereto) or in any other areas of the Park.  It is not contemplated or \nanticipated by the parties that the aforementioned risks of loss be borne by \nLandlord's insurance carriers, rather it is contemplated and anticipated by \nLandlord and Tenant that such risks of loss be borne by Tenant's insurance \ncarriers pursuant to the insurance policies procured and maintained by Tenant \nas required herein.\n\n      12.4  FAILURE OF TENANT TO PURCHASE AND MAINTAIN INSURANCE: In the \nevent Tenant does not purchase the insurance required in this Lease or keep \nthe same in full force and effect throughout the Term of this Lease \n(including any renewals or extensions), Landlord may, but without obligation \nto do so, purchase the necessary insurance and pay the premiums therefor.  If \nLandlord so elects to purchase such insurance, Tenant shall promptly pay to \nLandlord as Additional Rent, the amount so paid by Landlord, upon Landlord's \ndemand therefor.  In addition, Landlord may recover from Tenant and Tenant \nagrees to pay, as Additional Rent, any and all Enforcement Expenses and \ndamages which Landlord may sustain by reason of Tenant's failure to obtain \nand maintain such insurance.  If Tenant fails to maintain any insurance \nrequired in this Lease, Tenant shall be liable for all losses, damages and \ncosts resulting from such failure.\n\n                                          13\n\n\n\n      12.5  LANDLORD'S INSURANCE: The initial Landlord shall obtain and keep \nin force during the term of this Lease a policy of combined single limit \nbodily injury and property damage insurance, insuring Landlord, against \nliability for bodily injury and property damage.  Landlord shall obtain and \nkeep in force during the term of this Lease a policy or policies of insurance \ncovering loss or damage to the Building, and the Tenant Improvements to the \nextent of Landlord's actual interest therein, but not including Tenant's \nProperty or alterations or improvements made to the Premises by or on behalf \nof Tenant (excluding the Tenant Improvements as limited above), in an amount \nof eighty percent (80%) of the full replacement value thereof excluding land \ncosts, excavation costs, footings and foundations.  The foregoing insurance \nshall provide protection against all perils within the classification of \nfire, extended coverage (as such term is used in the insurance industry), \nvandalism, malicious mischief, and to the extent available at commercially \nreasonable rates (as solely determined by Landlord), flood and\/or earthquake \ninsurance.  The foregoing insurance policies may be procured and carried \npursuant to a blanket policy of insurance covering additional properties \nother than the Building.  Landlord's cost of obtaining and maintaining such \ninsurance policies are included as one of the items comprising the Operating \nExpenses.\n\n13.   WAIVER OF SUBROGATION: Landlord and Tenant hereby mutually waive their \nrespective rights of recovery against each other for any loss of, or damage \nto, either parties' property to the extent that such loss or damage is \ninsured by an insurance policy required to be in effect at the time of such \nloss or damage.  Each party,shall obtain any special endorsements, if \nrequired by its insurer whereby the insurer waives its rights of subrogation \nagainst the other party.  This provision is intended to waive fully, and for \nthe benefit of the parties hereto, any rights and\/or claims which might give \nrise to a right of subrogation in favor of any insurance carrier.  The \ncoverage obtained by Tenant pursuant to Section 12 of this Lease shall \ninclude, without limitation, a waiver of subrogation endorsement attached to \nthe certificate of insurance. The provisions of this Section 13 shall not \napply in those instances in which such waiver of subrogation would invalidate \nsuch insurance coverage or would cause either party's insurance coverage to \nbe voided or otherwise uncollectible.\n\n14.   LIMITATION OF LIABILITY AND INDEMNITY: Except for damage resulting from \nthe sole gross negligence or willful misconduct of Landlord or its authorized \nrepresentatives, Tenant agrees to protect, defend (with counsel reasonably \nacceptable to Landlord) and hold Landlord and Landlord's lender(s), partners, \nemployees, representatives, legal representatives, successors and assigns \n(collectively, the \"Indemnitees\") harmless and indemnify the Indemnitees from \nand against all liabilities, damages, claims, losses, judgments, charges and \nexpenses (including reasonable attorneys' fees, costs of court and expenses \nnecessary in the prosecution or defense of any litigation including the \nenforcement of this provision) arising from or in any way related to, \ndirectly or indirectly, Tenant's or Tenant's Representatives' use of the \nPremises, Building and\/or the Park, or the conduct of Tenant's business, or \nfrom any activity, work or thing done, permitted or suffered by Tenant in or \nabout the Premises, or in any way connected with the Premises or with the \nimprovements or personal property therein, including, but not limited to, any \nliability for injury to person or property of Tenant, Tenant's \nRepresentatives, or third party persons.  Tenant agrees that the obligations \nof Tenant herein shall survive the expiration or earlier termination of this \nLease.\n\n      Except for damage resulting from the sole active gross negligence or \nwillful misconduct of Landlord or its authorized representatives, Landlord \nshall not be liable to Tenant for any loss or damage to Tenant or Tenant's \nproperty, for any injury to or loss of Tenant's business or for any damage or \ninjury to any person from any cause whatsoever, including, but not limited \nto, any acts, errors or omissions by or on behalf of any other tenants or \noccupants of the Building and\/or the Park.  Tenant shall not, in any event or \ncircumstance, be permitted to offset or otherwise credit against any payments \nof Rent required herein for matters for which Landlord may be liable \nhereunder.  Landlord and its authorized representatives shall not be liable \nfor any interference with light or air, or for any latent defect in the \nPremises or the Building.  To the fullest extent permitted by law except for \ndamage resulting from the sole active gross negligence or willful misconduct \nof Landlord or its authorized representatives, Tenant agrees that neither \nLandlord nor any of Landlord's lender(s), partners, employees, \nrepresentatives, legal representatives, successors and assigns shall at any \ntime or to any extent whatsoever be liable, responsible or in any way \naccountable for any loss, liability, injury, death or damage to persons or \nproperty which at any time may be suffered or sustained by Tenant or by any \nperson(s) whomsoever who may at any time be using, occupying or visiting the \nPremises, the Building or the Park.\n\n15.   ASSIGNMENT AND SUBLEASING:\n\n      15.1  PROHIBITION: Except as expressly set forth herein with respect to \na Permitted Transferee, Tenant shall not assign, mortgage, hypothecate, \nencumber, grant any license or concession, pledge or otherwise transfer this \nLease (collectively, \"assignment\"), in whole or in part, whether voluntarily \nor involuntarily or by operation of law, nor sublet or permit occupancy by \nany person other than Tenant of all or any portion of the Premises without \nfirst obtaining the prior written consent of Landlord, which consent shall \nnot be unreasonably withheld or delayed.  Tenant hereby agrees that Landlord \nmay withhold its consent to any proposed sublease or assignment if the \nproposed sublessee or assignee or its business is subject to compliance with \nadditional requirements of the ADA (defined below) beyond those requirements \nwhich are applicable to Tenant, unless the proposed sublessee or assignee \nshall (a) first deliver plans and specifications for complying with such \nadditional requirements and obtain Landlord's written consent thereto, which \nconsent shall not be unreasonably withheld or delayed and (b) comply with all \nLandlord's conditions for or contained in such consent, including without \nlimitation, requirements for security to assure the lien-free completion of \nsuch improvements.  If Tenant seeks to sublet or assign all or any portion of \nthe Premises, Tenant shall deliver to Landlord at least twenty (20) days \nprior to the proposed commencement of the sublease or assignment (the \n\"Proposed Effective Date\") the following: (i) the name of the proposed \nassignee or sublessee; (ii) such information as to such assignee's or \nsublessee's financial responsibility and standing as Landlord may reasonably \nrequire; and (iii) the aforementioned plans and specifications, if any.  \nWithin ten (10) days after Landlord's receipt of a written\n\n                                          14\n\n\n\nrequest from Tenant that Tenant seeks to sublet or assign all or any portion \nof the Premises, Landlord shall deliver to Tenant a copy of Landlord's \nstandard form of sublease or assignment agreement (as applicable), which \ninstrument shall be utilized for each proposed sublease or assignment (as \napplicable) or another form acceptable to Landlord, and such instrument shall \ninclude a provision whereby the assignee or sublessee assumes all of Tenant's \nobligations hereunder and agrees to be bound by the terms hereof.  As \nAdditional Rent hereunder, Tenant shall pay to Landlord a fee in the amount \nof five hundred dollars ($500) plus Tenant shall reimburse Landlord for \nactual legal and other expenses incurred by Landlord in connection with any \nactual or proposed assignment or subletting.  In the event the sublease (1) \nby itself or taken together with prior sublease(s) except with respect to a \nPermitted Transferee is for a term which by itself or taken together with \nprior or other subleases is for the period remaining in the term of this \nLease as of the time of the Proposed Effective Date, then Landlord shall have \nthe right, to be exercised by giving written notice to Tenant, to recapture \nthe space described in the sublease.  If such recapture notice is given, it \nshall serve to terminate this Lease with respect to the proposed sublease \nspace, or, if the proposed sublease space covers all the Premises, it shall \nserve to terminate the entire term of this Lease in either case, as of the \nProposed Effective Date. However, no termination of this Lease with respect \nto part or all of the Premises shall become effective without the prior \nwritten consent, where necessary, of the holder of each deed of trust \nencumbering the Premises or any part thereof.  If this Lease is terminated \npursuant to the foregoing with respect to less than the entire Premises, the \nRent shall be adjusted on the basis of the proportion of square feet retained \nby Tenant to the square feet originally demised and this Lease as so amended \nshall continue thereafter in full force and effect. Each permitted assignee \nor sublessee, including without limitation, a Permitted Transferee shall \nassume and be deemed to assume this Lease and shall be and remain liable \njointly and severally with Tenant for payment of Rent and for the due \nperformance of, and compliance with all the terms, covenants, conditions and \nagreements 'herein contained on Tenant's part to be performed or complied \nwith, for the term of this Lease. Notwithstanding the preceding sentence, in \nthe event only a portion of the Premises is subleased, each sublessee shall \nassume the Lease and shall be and remain liable, jointly and severally with \nTenant for the payment of Rent on that portion of the Premises subleased.  No \nassignment or subletting shall affect the continuing primary liability of \nTenant (which, following assignment, shall be joint and several with the \nassignee), and Tenant shall not be released from performing any of the terms, \ncovenants and conditions of this Lease.  Tenant hereby acknowledges and \nagrees that it understands that Landlord's accounting department may process \nand accept Rent payments without verifying that such payments are being made \nby Tenant, a permitted sublessee or a permitted assignee in accordance with \nthe provisions of this Lease.  Although such payments may be processed and \naccepted by such accounting department personnel, any and all actions or \nomissions by the personnel of Landlord's accounting department shall not be \nconsidered as acceptance by Landlord of any proposed assignee or sublessee \nnor shall such actions or omissions be deemed to be a substitute for the \nrequirement that Tenant obtain Landlords prior written consent to any such \nsubletting or assignment, and any such actions or omissions by the personnel \nof Landlord's accounting department shall not be considered as a voluntary \nrelinquishment by Landlord of any of its rights hereunder nor shall any \nvoluntary relinquishment of such rights be inferred therefrom.  For purposes \nhereof, in the event Tenant is a corporation, partnership, joint venture, \ntrust or other entity other than a natural person, any change in the direct \nor indirect ownership of Tenant (whether pursuant to one or more transfers \nother than any public trading of the outstanding shares (stock) of Tenant \nwhich does not result in a change of the management and control of Tenant) \nwhich results in a change of more than fifty percent (50%) in the direct or \nindirect ownership of Tenant shall be deemed to be an assignment within the \nmeaning of this Section 15 and shall be subject to all the provisions hereof. \nExcept for a permissible assignment to a Permitted Transferee, any and all \noptions, first rights of refusal, tenant improvement allowances and other \nsimilar rights granted to Tenant in this Lease, if any, shall not be \nassignable by Tenant unless expressly authorized in writing by Landlord.  \nNotwithstanding anything to the contrary contained herein, so long as Tenant \ndelivers to Landlord (1) at least fifteen (15) business days after written \nnotice of its intention to assign or sublease the Premises to any Permitted \nTransferee, which notice shall set forth the name of the Permitted \nTransferee, (2) a copy of the proposed agreement pursuant to which such \nassignment or sublease shall be effectuated, and (3) such other information \nconcerning the Permitted Transferee as Landlord may reasonably require, \nincluding without limitation, information regarding any change in the \nproposed use of any portion of the Premises and any financial information \nwith respect to such Permitted Transferee, and so long as Landlord approves, \nin writing, of any change in the proposed use of the subject portion of the \nPremises, then Tenant may assign this Lease or sublease any portion of the \nPremises (X) to any Permitted Transferee, or (Y) in connection with any \nmerger, consolidation or sale of substantially all of the assets of Tenant, \n(collectively \"Permitted Transferee\") without having to obtain the prior \nwritten consent of Landlord thereto.  For purposes of this Lease the term \n\"Permitted Transferee\" shall mean and refer to any corporation or entity \nwhich controls, is controlled by or is under common control with Tenant, the \nevent of any transfer of more than 50% of the stock of Tenant over a publicly \ntraded stock exchange since Tenant is a publicly traded company, as all of \nsuch terms are customarily used in the industry, and with an equal or greater \nnet worth as Tenant has as of the proposed transfer date.  Any assignment to \na Permitted Transferee shall in no way relieve Tenant of any liability Tenant \nmay have under this Lease and such assignee or sublessee shall be jointly and \nseverally liable with Tenant hereunder.\n\n      15.2  EXCESS SUBLEASE RENTAL OR ASSIGNMENT CONSIDERATION: In the event \nof any sublease or assignment of all or any portion of the Premises, except \nfor Permitted Transferee, where the rent or other consideration provided for \nin the sublease or assignment either initially or over the term of the \nsublease or assignment exceeds the Rent or pro rata portion of the Rent, as \nthe case may be, for such space reserved in the Lease, Tenant shall pay the \nLandlord monthly, as Additional Rent, at the same time as the monthly \ninstallments of Rent are payable hereunder, fifty percent (50%) of the excess \nof each such payment of rent or other consideration in excess of the Rent \ncalled for hereunder, after deducting all cost incurred by Tenant in \nobtaining such assignee or sublessee, including, without limitation, \nbrokerage commission, attorney's fees, advertising expenses and rental \nconcessions.\n\n                                          15\n\n\n\n      15.3  WAIVER: Notwithstanding any assignment or sublease, or any \nindulgences, waivers or extensions of time granted by Landlord to any \nassignee or sublessee, or failure by Landlord to take action against any \nassignee or sublessee, Tenant waives notice of any default of any assignee or \nsublessee and agrees that Landlord may, at its option, proceed against Tenant \nwithout having taken action against or joined such assignee or sublessee, \nexcept that Tenant shall have the benefit of any indulgences, waivers and \nextensions of time granted to any such assignee or sublessee.\n\n16.   AD VALOREM TAXES: Prior to delinquency, Tenant shall pay all taxes and \nassessments levied upon trade fixtures, alterations, additions, improvements, \ninventories and personal property located and\/or installed on or in the \nPremises by, or on behalf of, Tenant; and if requested by Landlord, Tenant \nshall promptly deliver to Landlord copies of receipts for payment of all such \ntaxes and assessments.  To the extent any such taxes are not separately \nassessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced \nby Landlord.\n\n17.   SUBORDINATION: Without the necessity of any additional document being \nexecuted by Tenant for the purpose of effecting a subordination, and at the \nelection of Landlord or any bona fide mortgagee or deed of trust beneficiary \nwith a lien on all or any portion of the Premises or any ground lessor with \nrespect to the land of which the Premises are a part, the rights of Tenant \nunder this Lease and this Lease shall be subject and subordinate at all times \nto: (i) all ground leases or underlying leases which may now exist or \nhereafter be executed affecting the Building or the land upon which the \nBuilding is situated or both, and (ii) the lien of any mortgage or deed of \ntrust which may now exist or hereafter be executed in any amount for which \nthe Building, the Lot, ground leases or underlying leases, or Landlord's \ninterest or estate in any of said items is specified as security.  \nNotwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, \nor any beneficiary shall have the right to subordinate or cause to be \nsubordinated any such ground leases or underlying leases or any such liens to \nthis Lease.  If any ground lease or underlying lease terminates for any \nreason or any mortgage or deed of trust is foreclosed or a conveyance in lieu \nof foreclosure is made for any reason, Tenant shall, notwithstanding any \nsubordination and upon the request of such successor to Landlord, attorn to \nand become the Tenant of the successor in interest to Landlord, provided such \nsuccessor in interest will not disturb Tenant's use, occupancy or quiet \nenjoyment of the Premises so long as Tenant is not in default of the terms \nand provisions of this Lease.  The successor in interest to Landlord \nfollowing foreclosure, sale or deed in lieu thereof shall not be (a) liable \nfor any act or omission of any prior lessor or with respect to events \noccurring prior to acquisition of ownership; (b) subject to any offsets or \ndefenses which Tenant might have against any prior lessor; (c) bound by \nprepayment of more than one (1) month's Rent; or (d) liable to Tenant for any \nSecurity Deposit not actually received by such successor in interest to the \nextent any portion or all of such Security Deposit has not already been \nforfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for \nall or any portion of the Security Deposit not forfeited by, or refunded to \nTenant, until and unless Landlord transfers such Security Deposit to the \nsuccessor in interest.  Tenant covenants and agrees to execute (and \nacknowledge if required by Landlord, any lender or ground lessor) and \ndeliver, within ten (10) days of a demand or request by Landlord and in the \nform requested by Landlord, ground lessor, mortgagee or beneficiary, any \nadditional documents evidencing the priority or subordination of this Lease \nwith respect to any such ground leases or underlying leases or the lien of \nany such mortgage or deed of trust.  Tenant's failure to timely execute and \ndeliver such additional documents shall, at Landlord's option, constitute a \nmaterial default hereunder.  It is further agreed that Tenant shall indemnify \nLandlord from and against any loss, cost, damage or expense, arising \ndirectly, from any failure of Tenant to execute or deliver to Landlord any \nsuch additional documents, together with any and all Enforcement Expenses.  \nTenant's agreement to subordinate this Lease to any future ground or \nunderlying lease or any future deed of trust or mortgage pursuant to the \nforegoing provisions of the Section 17 is conditioned upon Landlord \ndelivering to Tenant from the lessor under such future ground or underlying \nlease or the holder of any such mortgage or deed of trust, a non-disturbance \nagreement agreeing, among other things, that Tenant's right to possession of \nthe Premises pursuant to the terms and conditions of this Lease shall not be \ndisturbed provided Tenant is not in default under this Lease beyond the \napplicable notice and cure periods hereunder.  Landlord has advised Tenant \nthat at sometime after the date on which this Lease is executed by the \nparties Landlord will obtain a permanent loan which will be secured by a lien \nof a deed of trust against the Premises, the Building and\/or the Lot. \nLandlord and Tenant agree that if Landlord at any time during the term of the \nLease causes the Premises, the Building and\/or the Lot to be encumbered by a \nmortgage, deed of trust or similar security instrument and the Lease is \nsubordinate to such encumbrance or the beneficiary thereof requires this \nLease and Tenant's rights and interest in this Lease to be subordinate to \nsuch encumbrance or lien, Landlord will provide to Tenant a subordination, \nnondisturbance and_attornment agreement from such beneficiary or lien-holder \nin form reasonably acceptable to Landlord, the subject beneficiary and Tenant.\n\n18.   RIGHT OF ENTRY: Tenant grants Landlord or its agents the right to enter \nthe Premises at all reasonable times with forty-eight (48) hours prior \nwritten notice, if possible, for purposes of inspection, exhibition, posting \nof notices, repair or alteration.  At Landlord's option, Landlord shall at \nall times have and retain a key with which to unlock all the doors in, upon \nand about the Premises, excluding Tenant's vaults and safes.  It is further \nagreed that Landlord shall have the right to use any and all means Landlord \ndeems necessary to enter the Premises in an emergency.  Landlord shall also \nhave the right to,place \"for rent\" and\/or \"for sale\" signs on the outside of \nthe Premises during the last twelve (12) months of the lease term.  Tenant \nhereby waives any claim from damages or for any injury or inconvenience to or \ninterference with Tenant's business, or any other loss occasioned thereby \nexcept for any claim for any of the foregoing arising out of the sole gross \nnegligence or willful misconduct of Landlord or its authorized \nrepresentatives.\n\n19.   ESTOPPEL CERTIFICATE: Landlord and Tenant shall execute (and \nacknowledge if required by any lender, ground lessor, or Other third party) \nand deliver to the other party, within not less than ten (10) days after \nLandlord or Tenant, as applicable, provides such to the other party, a \nstatement in writing certifying that this Lease is unmodified and in full \nforce and effect (or, if modified, stating the nature of such modification), \nthe\n\n                                          16\n\n\n\ndate to which the Rent and other charges are paid in advance, if any, \nacknowledging that there are not, to such party's knowledge, any uncured \ndefaults on the part of the other party hereunder or specifying such defaults \nas are claimed, and such other matters as Landlord or Tenant, as applicable, \nmay reasonably require.  Any such statement may be conclusively relied upon \nby the party requesting such statement and any prospective purchaser or \nencumbrancer of the Premises or other third party.  Landlord or Tenant's, as \napplicable, failure to deliver such statement within such time shall be \nconclusive upon the party which failed to deliver the certificate that (a) \nthis Lease is in full force and effect, without modification except as may be \nrepresented by such party; (b) there are no uncured defaults in the other \nparty's performance; and (c) not more than one month's Rent has been paid in \nadvance.  Failure by Tenant to so deliver such certified estoppel certificate \nshall be a default of the provisions of this Lease.  Tenant shall indemnify \nLandlord from and against any loss, cost, damage or expense, arising \ndirectly, from any failure of Tenant to execute or deliver to Landlord any \nsuch certified estoppel certificate, together with any and all Enforcement \nExpenses.\n\n20.   TENANT'S DEFAULT: The occurrence of any one or more of the following \nevents shall, at Landlord's option, constitute a default and breach of this \nLease by Tenant:\n\n      20.1  The vacation or abandonment of the Premises by Tenant for a \nperiod of ten (10) consecutive days in combination with Tenant's failure to \npay Rent or any other sum due to Landlord, or the vacation of the Premises by \nTenant which would cause any insurance policy to be invalidated or otherwise \nlapse.  Tenant agrees to notice and service of notice as provided for in this \nLease and waives any right to any other or further notice or service of \nnotice which Tenant.  may have under any statute or law now or hereafter in \neffect;\n\n      20.2  The failure by Tenant to make any payment of Rent, Additional \nRent or any other payment required hereunder within five (5) days after the \ndelivery by Landlord of written notice that such payment is past due.  Tenant \nagrees that such written notice by Landlord shall serve as the statutorily \nrequired notice under the Law (including without limitation, any unlawful \ndetainer statutes), and Tenant further agrees to notice and service of notice \nas provided for in this Lease and waives any right to any other or further \nnotice or service of notice which Tenant may have under any statute or law \nnow or hereafter in effect;\n\n      20.3  The failure by Tenant to observe, perform or comply with any of \nthe conditions, covenants or provisions of this Lease (except failure to make \nany payment of Rent and\/or Additional Rent) and such failure is not cured \nwithin the time period required under the provisions of this Lease.  If such \nfailure is susceptible of cure but cannot reasonably be cured within the \naforementioned time period (if any), as determined solely but reasonably by \nLandlord, Tenant shall promptly commence the cure of such failure and \nthereafter diligently prosecute such cure to completion within the time \nperiod specified by Landlord in any written notice regarding such failure as \nmay be delivered to Tenant by Landlord.  In no event or circumstance shall \nTenant have more than fifteen (15) days to complete any such cure, unless \notherwise expressly agreed to in writing by Landlord (in Landlord's sole \ndiscretion), or the nature of such default shall require more than fifteen \n(15) days to cure;\n\n      20.4  The making of a general assignment by Tenant for the benefit of \ncreditors, the filing of a voluntary petition by Tenant or the filing of an \ninvoluntary petition by any of Tenant's creditors seeking the rehabilitation, \nliquidation, or reorganization of Tenant under any law relating to \nbankruptcy, insolvency or other relief of debtors and, in the case of an \ninvoluntary action, the failure to remove or discharge the same within sixty \n(60) days of such filing, the appointment of a receiver or other custodian to \ntake possession of substantially all of Tenant's assets or this leasehold, \nTenant's insolvency or inability to pay Tenant's debts or failure generally \nto pay Tenant's debts when due, any court entering a decree or order \ndirecting the winding up or liquidation of Tenant or of substantially all of \nTenant's assets, Tenant taking any action toward the dissolution or winding \nup of Tenant's affairs, the cessation or suspension of Tenant's use of the \nPremises, or the attachment, execution or other judicial seizure of \nsubstantially all of Tenant's assets or this leasehold (or any involuntary \naction against Tenant, Tenant shall have sixty (60) days to discharge such \naction);\n\n      20.5  Tenant's use or storage of Hazardous Materials in, on or about \nthe Premises, the Building, the Lot and\/or the Park other than as expressly \npermitted by the provisions of Section 29 below;\n\n      20.6  The making of any material misrepresentation or omission by \nTenant in any materials delivered by or on behalf of Tenant to Landlord \npursuant to this Lease; or\n\n21.   REMEDIES FOR TENANT'S DEFAULT:\n\n      21.1  LANDLORD'S RIGHTS: In the event of Tenant's default or breach of \nthe Lease, which default or breach is not cured within the applicable cure \nperiod, Landlord may terminate Tenant's right to possession of the Premises \nby any lawful means in which case upon delivery of written notice by Landlord \nthis Lease shall terminate on the date specified by Landlord in such notice \nand Tenant shall immediately surrender possession of the Premises to \nLandlord.  In addition, the Landlord shall have the immediate right of \nre-entry whether or not this Lease is terminated, and if this right of \nre-entry is exercised following abandonment of the Premises by Tenant, \nLandlord may consider any personal property belonging to Tenant and left on \nthe Premises to also have been abandoned.  No re-entry or taking possession \nof the Premises by Landlord pursuant to this Section 21 shall be construed as \nan election to terminate this Lease unless a written notice of such intention \nis given to Tenant.  If Landlord relets the Premises or any portion thereof, \n(i) Tenant shall be liable immediately to Landlord for all reasonable costs \nLandlord incurs in reletting the Premises or any part thereof, including, \nwithout limitation, broker's commissions, expenses of cleaning, and repairing \nthe Premises and other similar costs (collectively, the \"Reletting Costs\"), \nand (ii) the rent received by Landlord from such reletting shall be applied \nto the payment of, first, any indebtedness from Tenant to Landlord other than \nBase Rent, Operating\n\n                                          17\n\n\n\nExpenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses; \nsecond, all reasonable costs including maintenance, incurred by Landlord in \nreletting; and, third, Base Rent, Operating Expenses, Tax Expenses, Common \nArea Utility Costs, Utility Expenses, and all other sums due under this \nLease.  Any and all of the Reletting Costs shall be fully chargeable to \nTenant and shall not be prorated or otherwise amortized in relation to any \nnew lease for the Premises or any portion thereof.  After deducting the \npayments referred to above, any sum remaining from the rental Landlord \nreceives from reletting shall be held by Landlord and applied in payment of \nfuture Rent as Rent becomes due under this Lease.  In no event shall Tenant \nbe entitled to any excess rent received by Landlord.  Reletting may be for a \nperiod shorter or longer than the remaining term of this Lease.  No act by \nLandlord other than giving written notice to Tenant shall terminate this \nLease. Acts of maintenance, efforts to relet the Premises or the appointment \nof a receiver on Landlord's initiative to protect Landlord's interest under \nthis Lease shall not constitute a termination of Tenant's right to \npossession. So long as this Lease is not terminated, Landlord shall have the \nright to remedy any default of Tenant, to maintain or repair the Premises, to \ncause a receiver to be appointed to administer the Premises and new or \nexisting subleases and to add to the Rent payable hereunder all of Landlord's \nreasonable costs in so doing, with interest at the maximum rate permitted by \nlaw from the date of such expenditure.\n\n      21.2  DAMAGES RECOVERABLE: If Tenant breaches this Lease and abandons \nthe Premises before the end of the Term, or if Tenant's right to possession \nis terminated by Landlord because of a breach or default of the Lease, then \nin either such case, Landlord may recover from Tenant all damages suffered by \nLandlord as a result of Tenant's failure to perform its obligations \nhereunder, including, but not limited to, the cost of any unamortized Tenant \nImprovements constructed by or on behalf of Tenant pursuant to Exhibit B \nhereto, the portion of any broker's or leasing agent's commission incurred \nwith respect to the leasing of the Premises to Tenant for the balance of the \nTerm of the Lease remaining after the date on which Tenant is in default of \nits obligations hereunder, and all Reletting Costs, and the worth at the time \nof the award (computed in accordance with paragraph (3) of Subdivision (a) of \nSection 1951.2 of the California Civil Code) of the amount by which the Rent \nthen unpaid hereunder for the balance of the Lease Term exceeds the amount of \nsuch loss of Rent for the same period which Tenant proves could be reasonably \navoided by Landlord and in such case, Landlord prior to the award, may relet \nthe Premises for the purpose of mitigating damages suffered by Landlord \nbecause of Tenant's failure to perform its obligations hereunder; provided, \nhowever, that even though Tenant has abandoned the Premises following such \nbreach, this Lease shall nevertheless continue in full force and effect for \nas long as Landlord does not terminate Tenant's right of possession, and \nuntil such termination, Landlord shall have the remedy described in Section \n1951.4 of the California Civil Code (Landlord may continue this Lease in \neffect after Tenant's breach and abandonment and recover Rent as it becomes \ndue, if Tenant has the right to sublet or assign, subject only to reasonable \nlimitations) and may enforce all its rights and remedies under this Lease, \nincluding the right to recover the Rent from Tenant as it becomes due \nhereunder.  The \"worth at the time of the award\" within the meaning of \nSubparagraphs (a)(1) and (a)(2) of Section 1951.2 of the California Civil \nCode shall be computed by allowing interest at the rate of ten percent (10%) \nper annum. Tenant waives redemption or relief from forfeiture under \nCalifornia Code of Civil Procedure Sections 1174 and 1179, or under any other \npresent or future law, in the event Tenant is evicted or Landlord takes \npossession of the Premises by reason of any default of Tenant hereunder.\n\n      21.3  RIGHTS AND REMEDIES CUMULATIVE: The foregoing rights and remedies \nof Landlord are not exclusive; they are cumulative in addition to any rights \nand remedies now or hereafter existing at law, in equity by statute or \notherwise, or to any equitable remedies Landlord may have, and to any \nremedies Landlord may have under bankruptcy laws or laws affecting creditor's \nrights generally.  In addition to all remedies set forth above, if Tenant \ndefaults or otherwise breaches this Lease, any and all Base Rent waived by \nLandlord under Section 3 above, prorated for the remaining portion of the \nLease shall be immediately due and payable to Landlord and all options \ngranted to Tenant hereunder shall automatically terminate, unless otherwise \nexpressly agreed to in writing by Landlord.\n\n      21.4  WAIVER OF A DEFAULT: The waiver by Landlord or Tenant of any \ndefault or breach of any provision of this Lease shall not be deemed or \nconstrued a waiver of any other breach or default by Tenant or Landlord \nrespectively, hereunder or of any subsequent breach or default of this Lease, \nexcept for the default specified in the waiver.\n\n22.   HOLDING OVER: If Tenant holds possession of the Premises after the \nexpiration of the Term of this Lease with Landlord's consent, Tenant shall \nbecome a tenant from month-to-month upon the terms and provisions of this \nLease, provided the monthly Base Rent during such hold over period shall be \n150% of the Base Rent due on the last month of the Lease Term, payable in \nadvance on or before the first day of each month.  Acceptance by Landlord of \nthe monthly Base Rent without the additional .fifty percent (50%) increase of \nBase Rent shall not be deemed or construed as a waiver by Landlord of any of \nits rights to collect the increased amount of the Base Rent as provided \nherein at any time.  Such month-to-month tenancy shall not constitute a \nrenewal or extension for any further term.  All options, if any, granted \nunder the terms of this Lease shall be deemed automatically terminated and be \nof no force or effect during said month-to-month tenancy.  Tenant shall \ncontinue in possession until such tenancy shall be terminated by either \nLandlord or Tenant giving written notice of termination to the other party at \nleast thirty (30) days prior to the effective date of termination.  This \nparagraph shall not be construed as Landlord's permission for Tenant to hold \nover. Acceptance of Base Rent by Landlord following expiration or termination \nof this Lease shall not constitute a renewal of this Lease.\n\n23.   LANDLORD'S DEFAULT: Landlord shall not be deemed in breach or default \nof this Lease unless Landlord fails within a reasonable time to perform an \nobligation required to be performed by Landlord hereunder.  For purposes of \nthis provision, a reasonable time shall not be less than thirty (30) days \nafter receipt by Landlord of written notice specifying the nature of the \nobligation Landlord has not performed; provided, however, that\n\n                                          18\n\n\n\nif the nature of Landlord's obligation is such that more than thirty (30) \ndays, after receipt of written notice, is reasonably necessary for its \nperformance, then Landlord shall not be in breach or default of this Lease if \nperformance of such obligation is commenced within such thirty (30) day \nperiod and thereafter diligently pursued to completion.\n\n24.   PARKING: Tenant shall have a license to use the number of undesignated \nand nonexclusive parking spaces set forth on Page 1.  Landlord shall exercise \nreasonable efforts to insure that such spaces are available to Tenant for its \nuse, but Landlord shall not be required to enforce Tenant's right to use the \nsame.  So long as Tenant does not disrupt other tenants' conduct of their \nbusiness within the Park and Tenant does not otherwise breach the quiet \nenjoyment of such other tenants.  Tenant may take such reasonable measures to \nenforce its license to use such undesignated parking spaces.\n\n25.   SALE OF PREMISES: In the event of any sale of the Premises by Landlord \nor the cessation otherwise of Landlord's interest therein, Landlord shall be \nand is hereby entirely released from any and all of its obligations to \nperform or further perform under this Lease and from all liability hereunder \nas of the date of such sale except for obligations of Landlord under this \nLease arising prior to any such sale or transfer or the Premises; \nand.the.purchaser, at such sale or any subsequent sale of the Premises shall \nbe deemed, without any further agreement between the parties or their \nsuccessors in interest or between the parties and any such purchaser, to have \nassumed and agreed to carry out any and all of the covenants and obligations \nof the Landlord under this Lease.  For purposes of this Section 25, the term \n\"Landlord\" means only the owner and\/or agent of the owner as such parties \nexist as of the date on which Tenant executes this Lease.  A ground lease or \nsimilar long term lease by Landlord of the entire Building, of which the \nPremises are a part, shall be deemed a sale within the meaning of this \nSection 25.  Tenant agrees to attorn to such new owner provided such new \nowner does not disturb Tenant's use, occupancy or quiet enjoyment of the \nPremises so long as Tenant is not in default of any of the provisions of this \nLease.\n\n26.   WAIVER: No delay or omission in the exercise of any right or remedy of \neither party hereto on any default by the other party shall impair such a \nright or remedy or be construed as a waiver.  The subsequent acceptance of \nRent by Landlord after breach by Tenant of any covenant or term of this Lease \nshall not be deemed a waiver of such breach, other than a waiver of timely \npayment for the particular Rent payment involved, and shall not prevent \nLandlord from maintaining an unlawful detainer or other action based on such \nbreach.  No payment by Tenant or receipt by Landlord of a lesser amount than \nthe monthly Rent and other sums due hereunder shall be deemed to be other \nthan on account of the earliest Rent or other sums due, nor shall any \nendorsement or statement on any check or accompanying any check or payment be \ndeemed an accord and satisfaction; and Landlord may accept such check or \npayment without prejudice to Landlord's right to recover the balance of such \nRent or other sum or pursue any other remedy provided in this Lease.  No \nfailure, partial exercise or delay on the part of the either party in \nexercising any right, power or privilege hereunder shall operate as a waiver \nthereof.\n\n27.   CASUALTY DAMAGE:\n\n      27.1  CASUALTY.  If the Premises or any part thereof (excluding any \nalterations or improvements installed by or for the benefit of Tenant) shall \nbe damaged or destroyed by fire or other casualty, Tenant   shall give \nimmediate written notice thereof to Landlord.  Within thirty (30) days after \nreceipt by Landlord of such notice, Landlord shall notify Tenant, in writing, \nwhether the necessary repairs can reasonably be made: (a) within one hundred \neighty (180) days; or (b) in more than one hundred eighty (180) days, from \nthe date of destruction.\n\n            27.1.1  MINOR INSURED DAMAGE.  If the Premises are damaged only to\nsuch extent that repairs, rebuilding and\/or restoration can be reasonably \ncompleted within one hundred eighty (180) days from the date of destruction, \nthis Lease shall not terminate and, provided that insurance proceeds are \navailable to fully repair the damage, Landlord shall repair the Premises to \nsubstantially the same condition that existed prior to the occurrence of such \ncasualty, except Landlord shall not be required to rebuild, repair, or \nreplace any alterations or improvements installed by or for the benefit of \nTenant or any part of Tenant's furniture, furnishings or fixtures and \nequipment removable by Tenant.  The Rent payable hereunder, from the date of \ndestruction until the Premises are fully restored, shall be abated \nproportionately to the extent that Tenant's use of the Premises is impaired.\n\n            27.1.2  MAJOR INSURED DAMAGE.  If the Premises are damaged to such\nextent that repairs, rebuilding and\/or restoration cannot be reasonably \ncompleted within one hundred eighty (180) days, then either Landlord or \nTenant may terminate this Lease by giving written notice within twenty (20) \ndays after notice from Landlord regarding the time period of repair.  If \neither party notifies the other of its intention to so terminate the Lease, \nthen this Lease shall terminate and the Rent shall be abated from the date \nTenant vacates the Premises.  If neither party elects to terminate this \nLease, Landlord shall promptly commence and diligently prosecute to \ncompletion the repairs to the Premises, provided insurance proceeds are \navailable '_o fully repair the damage (except that Landlord shall not be \nrequired to rebuild, repair, or replace any alterations or improvements \ninstalled by or for the benefit of Tenant or any part of Tenant's furniture, \nfurnishings or fixtures and equipment removable by Tenant).  During the time \nwhen Landlord is prosecuting such repairs to completion, the Rent payable \nhereunder, from the date of destruction until the Premises are fully \nrestored, shall be abated proportionately to the extent that Tenant's use of \nthe Premises is impaired.\n\n            27.1.3  DAMAGE NEAR END OF TERM.  Notwithstanding anything to the\ncontrary contained in this Lease except for the provisions of Section 27.2 \nbelow, if the Premises are damaged or destroyed during the last year of then \napplicable term of this Lease, Landlord or Tenant may, at its option, cancel \nand terminate\n\n                                          19\n\n\n\nthis Lease by giving written notice to the other party of its election to do \nso within thirty (30) days after receipt by Landlord of notice from Tenant of \nthe occurrence of such casualty.  If Landlord or Tenant so elects to \nterminate this Lease, all rights of Tenant hereunder shall cease and \nterminate ten (10) days after the other party's receipt of such notice.\n\n      27.2  TENANT'S OR TENANT'S REPRESENTATIVE'S FAULT.  If any portion of \nthe Premises is damaged or destroyed due to the fault, negligence (active or \npassive) or breach of this Lease by Tenant or any of Tenant's \nRepresentatives, Rent shall not be diminished during the repair of such \ndamage and Tenant shall be liable to Landlord for the cost of the repair \ncaused thereby to the extent such cost is not covered by Tenant's insurance \nproceeds.\n\n      27.3  UNINSURED CASUALTY.  Tenant shall be responsible for and shall \npay to Landlord, as Additional Rent, any of Tenant's deductibles amount under \nthe property insurance for the Premises and\/or the Building. If any portion \nof the Premises is damaged and is not fully covered by insurance proceeds \nreceived by Landlord (and Tenant elects not to pay any such difference) or if \nthe holder of any indebtedness secured by the Premises requires that the \ninsurance proceeds be applied to such indebtedness, then Landlord shall have \nthe right to terminate this Lease by delivering written notice of termination \nto the other party within thirty (30) days after the date of notice to Tenant \nof any such event, whereupon all rights and obligations shall cease and \nterminate hereunder, except for those obligations expressly provided for in \nthis Lease to survive such termination of the Lease.\n\n      27.4  TENANT'S WAIVER.  Landlord shall not be liable for any \ninconvenience or annoyance to Tenant, injury to the business of Tenant, loss \nof use of any part of the Premises by Tenant or loss of Tenant's personal \nproperty', resulting in any way from such damage, destruction or the repair \nthereof, except that, Rent shall abate in proportion to the damage to the \nPremises as specifically provided above in this Section 27.  With respect to \nany damage or destruction which Landlord is obligated to repair or may elect \nto repair, Tenant hereby waives all rights to terminate this Lease or offset \nany amounts against Rent pursuant to rights accorded Tenant by any law \ncurrently existing or hereafter enacted, including but not limited to, all \nrights pursuant to the provisions of Sections 1932(2.), 1933(4.), 1941 and \n1942 of the California Civil Code, as the same may be amended or supplemented \nfrom time to time.\"\n\n28.   CONDEMNATION: If the Premises or twenty-five percent (25%) or more of \nTenant's portion of parking spaces is condemned by eminent domain, inversely \ncondemned or sold in lieu of condemnation for any public or quasi-public use \nor purpose (\"Condemned\"), then Tenant or Landlord may terminate this Lease as \nof the date when physical possession of the Premises is taken and title vests \nin such condemning authority, and Rent shall be adjusted to the date of \ntermination.  Tenant shall not because of such condemnation assert any claim \nagainst Landlord or the condemning authority for any compensation because of \nsuch condemnation, and Landlord shall be entitled to receive the entire \namount of any award without deduction for any estate of interest or other \ninterest of Tenant except for any award for Tenant's relocation expenses, \nloss of personal property and fixtures installed by Tenant or unamortized \ntenant improvements paid by Tenant.  If a substantial portion of the \nPremises, Building or the Lot is so Condemned, Landlord at its option may \nterminate this Lease.  If Landlord does not elect to terminate this Lease, \nLandlord shall, if necessary, promptly proceed to restore the Premises or the \nBuilding to substantially its same condition prior to such partial \ncondemnation, allowing for the reasonable effects of such partial \ncondemnation, and a proportionate allowance shall be made to Tenant, as \nreasonably determined by Landlord, for the Rent corresponding to the time \nduring which, and to the part of the Premises of which, Tenant is deprived on \naccount of such partial condemnation and restoration.  Landlord shall not be \nrequired to spend funds for restoration in excess of the amount received by \nLandlord as compensation awarded.\n\n29.   ENVIRONMENTAL MATTERS\/HAZARDOUS MATERIALS:\n\n      29.1  HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE: Prior to executing \nthis Lease, Tenant has completed, executed and delivered to Landlord Tenant's \ninitial Hazardous Materials Disclosure Certificate (the \"Initial HazMat \nCertificate\"), a copy of which is attached hereto as Exhibit G and \nincorporated herein by this reference.  Tenant covenants, represents and \nwarrants to Landlord that the information on the Initial HazMat Certificate \nis true and correct and accurately describes the use(s) of Hazardous \nMaterials which will be made and\/or used on the Premises by Tenant.  Tenant \nshall commencing with the date which is one year from the Commencement Date \nand continuing every year thereafter, complete, execute, and deliver to \nLandlord, a Hazardous Materials Disclosure Certificate (\"the \"HazMat \nCertificate\") describing Tenant's present use of Hazardous Materials on the \nPremises, and any other reasonably necessary documents as requested by \nLandlord. The HazMat Certificate required hereunder shall be in substantially \nthe form as that which is attached hereto as Exhibit E.\n\n      29.2  DEFINITION OF HAZARDOUS MATERIALS: As used in this Lease, the \nterm Hazardous Materials shall mean and include (a) any hazardous or toxic \nwastes, materials or substances, and other pollutants by products, gasoline, \ndiesel fuel, crude oil or any fraction thereof; (c) asbestos and asbestos \ncontaining material, in any form, whether friable or non-friable; (d) \npolychlorinated biphenyls; (e) radioactive materials; (f) lead and \nlead-containing materials; (g) any other material, waste or substance \ndisplaying toxic, reactive, ignitable or corrosive characteristics, as all \nsuch terms are used in their broadest sense, and are defined or become \ndefined by any Environmental Law (defined below); or (h) any materials which \ncause or threatens to cause a nuisance upon or waste to any portion of the \nPremises, the Building, the Lot, tile Park or any surrounding property; or \nposes or threatens to pose a hazard to the health and safety of persons on \nthe Premises or any surrounding property.  Hazardous Materials shall not \ninclude typical household cleaning products or typical office supplies.\n\n                                          20\n\n\n\n      29.3  PROHIBITION; ENVIRONMENTAL LAWS: Tenant shall not be entitled to \nuse nor store any Hazardous Materials on, in, or about the Premises, the \nBuilding, the Lot and the Park, or any portion of tile foregoing, without, in \neach instance, obtaining Landlord's prior written consent thereto.  If \nLandlord consents to any such usage or storage, then Tenant shall be \npermitted to use and\/or store only those Hazardous Materials that are \nnecessary for Tenant's business and to the extent disclosed in the HazMat \nCertificate and as expressly approved by Landlord in writing, provided that \nsuch usage and storage is only to the extent of the quantities of Hazardous \nMaterials as specified in the then applicable HazMat Certificate as expressly \napproved by Landlord and provided further that such usage and storage is in \nfull compliance with any and all local, state and federal environmental, \nhealth and\/or safety-related laws, statutes, orders, standards, courts' \ndecisions, ordinances, rules and regulations (as interpreted by judicial and \nadministrative decisions), decrees, directives, guidelines, permits or permit \nconditions, currently existing and as 'amended, enacted, issued or adopted in \nthe future which are or become applicable to Tenant or all or any portion of \nthe Premises (collectively, the \"Environmental Laws\").  Tenant agrees that \nany changes to the type and\/or quantities of Hazardous Materials specified in \nthe most recent HazMat Certificate may be implemented only with the prior \nwritten consent of Landlord, which consent may be given or withheld in \nLandlord's sole but reasonable discretion.  Tenant shall not be entitled nor \npermitted to install any tanks under, on or about the Premises for the \nstorage of Hazardous Materials without the express written consent of \nLandlord, which may be given or withheld in Landlord's sole but reasonable \ndiscretion.  Landlord shall have the right at all times during the Term of \nthis Lease to (i) with forty-eight (48) hours prior notice, if possible, \ninspect the Premises, (ii) conduct tests and investigations to determine \nwhether Tenant is in compliance with the provisions of this Section 29, and \n(iii) request lists of all Hazardous Materials used, stored or otherwise \nlocated on, under or about the Premises, the Common Areas and\/or the parking \nlots (to the extent the Common Areas and\/or the parking lots are not \nconsidered part of the Premises).  The cost of all such inspections, tests \nand investigations shall be borne solely by Tenant, if Landlord reasonably \nbelieves they are necessary.  The aforementioned rights granted herein to \nLandlord and its representatives shall not create (a) a duty on Landlord's \npart to inspect, test, investigate, monitor or otherwise observe the Premises \nor the activities of Tenant and Tenant's Representatives with respect to \nHazardous Materials, including without limitation, Tenant's operation, use \nand any remediation related thereto, or (b) liability on the part of Landlord \nand its representatives for Tenant's use, storage, disposal or remediation of \nHazardous Materials, it being understood that Tenant shall be solely \nresponsible for all liability in connection therewith.\n\n      29.4  TENANT'S ENVIRONMENTAL OBLIGATIONS: Tenant shall give to Landlord \nimmediate verbal and follow-up written notice of any spills, releases, \ndischarges, disposals, emissions, migrations, removals or transportation of \nHazardous Materials on, under or about the Premises, or in any Common Areas \nor parking lots (to the extent such areas are not considered part of the \nPremises). Tenant, at its sole cost and expense, covenants and warrants to \npromptly investigate, clean up, remove, restore and otherwise remediate \n(including, without limitation, preparation of any required feasibility \nstudies or reports and the performance of any and all closures) any spill, \nrelease, discharge, disposal, emission, migration or transportation of \nHazardous Materials arising from or related to the intentional or negligent \nacts or omissions of Tenant or Tenant's Representatives such that the \naffected portions of the Park and any adjacent property are returned to the \ncondition existing prior to the appearance of such Hazardous Materials.  Any \nsuch investigation, clean up, removal, restoration and other remediation \nshall only be performed after Tenant has obtained Landlord's prior written \nconsent, which consent shall not be unreasonably withheld so long as such \nactions would not potentially have a material adverse long-term or short-term \neffect on the Premises, the Building, the Lot or the Park, or any portion of \nany of the foregoing.  Notwithstanding the foregoing, Tenant shall be \nentitled to respond immediately to an emergency without first obtaining \nLandlord's prior written consent.  Tenant, at its sole cost and expense, \nshall conduct and perform, or cause to be conducted and performed, in \nconnection with any of tile foregoing, all closures as required by any \nEnvironmental Laws or any agencies or other governmental authorities having \njurisdiction thereof.  If Tenant fails to so promptly investigate, clean up, \nremove, restore, provide closure or otherwise so remediate, Landlord may, but \nwithout obligation to do so, take any and all steps necessary to rectify the \nsame and Tenant shall promptly reimburse Landlord, upon demand, for all \nreasonable costs and expenses to Landlord of performing investigation, clean \nup, removal, restoration, closure and remediation work.  All such work \nundertaken by Tenant, as required herein, shall be performed in such a manner \nso as to enable Landlord to make full economic use of the Premises, the \nBuilding, the Lot and the Park after the satisfactory completion of such work.\n\n      29.5  ENVIRONMENTAL INDEMNITY: In addition to Tenant's obligations as \nset forth hereinabove, Tenant and Tenant's officers and directors agree to, \nand shall, protect, indemnify, defend (with counsel reasonably acceptable to \nLandlord) and hold Landlord and Landlord's lenders, partners, property \nmanagement company (if other than Landlord), agents, directors, officers, \nemployees, representatives, contractors, shareholders, successors and assigns \nand each of their respective partners, directors, employees, representatives, \nagents, contractors, shareholders, successors and assigns harmless from and \nagainst any and all claims, judgments, damages, penalties, fines, \nliabilities, losses (including, without limitation, diminution in value of \nthe Premises, the Building, the Lot, the Park, or any portion of any of the \nforegoing, damages for the loss of or restriction on the use of rentable or \nusable space, and from any adverse impact of Landlord's marketing of any \nspace within the Building and\/or Park), suits, administrative proceedings and \ncosts (including, but not limited to, reasonable attorneys' and consultant \nfees and court costs) arising at any time during or after the Term of this \nLease in connection with or related to, directly or indirectly, the use, \npresence, transportation, storage, disposal, migration, removal, spill, \nrelease or discharge of Hazardous Materials on, in or about the Premises, or \nin any Common Areas or parking lots (to the extent such areas are not \nconsidered part of the Premises) as a result (directly or indirectly) of the \nintentional or negligent acts or omissions of Tenant or Tenant's \nRepresentatives.  Neither the written consent of Landlord to the presence, \nuse or storage of Hazardous Materials in, on, under or about any portion of \nthe Premises, the Building, the Lot and the Park, nor the strict compliance \nby Tenant with all Environmental Laws shall excuse Tenant and Tenant's \nofficers and directors\n\n                                          21\n\n\n\nfrom its obligations of indemnification pursuant hereto.  To the extent \nLandlord is strictly liable under any Environmental Laws, Tenant's \nobligations to Landlord under this Section 29 and the indemnity contained \nherein shall likewise be without regard to fault on Tenant's part with \nrespect to the violation of any Environmental Law which results in liability \nto any of the aforementioned indemnitees.\n\n      29.6  SURVIVAL: Tenant's obligations and liabilities pursuant to the \nprovisions of this Section 29 shall survive the expiration or earlier \ntermination of this Lease.  If it is reasonably determined by Landlord that \nthe condition of all or any portion of the Premises, the Building, the Lot \nand\/or the Park is not in compliance with the provisions of this Lease with \nrespect to Hazardous Materials, including without limitation all \nEnvironmental Laws at the expiration or earlier termination of this Lease, \nthen at Landlord's sole option, Landlord may require Tenant to hold over \npossession of the Premises until Tenant can surrender the Premises to \nLandlord in the condition in which the Premises existed as of the \nCommencement Date and prior to the appearance of such Hazardous Materials \nexcept for reasonable wear and tear,-including without limitation, the \nconduct or performance of any closures as required by any Environmental Laws. \n The burden of proof hereunder shall be upon Tenant.  For purposes hereof, \nthe term \"reasonable wear and tear\" shall not include any deterioration in \nthe condition or diminution of the value of any portion of the Premises, the \nBuilding, the Lot and\/or the Park in any manner whatsoever related to \ndirectly, or indirectly, Hazardous Materials.  Any such holdover by Tenant \nwill be with Landlord's consent, will not be terminable by Tenant in any \nevent or circumstance and will otherwise be subject to the provisions of \nSection 22 of this Lease.\n\n      29.7  DISCLOSURE: Landlord has provided to Tenant a copy of that \ncertain report prepared by ACT Environmental Inc., regarding the results of a \npreliminary site assessment at the Lot, dated November 27, 1996 (the \n\"Environmental Report\").  Tenant hereby acknowledges and agrees that Landlord \nhas delivered to Tenant a copy of the Environmental Report prior to Tenant \nentering into this Lease. Landlord hereby represents to Tenant that as of the \nLease Date and based solely upon the Environmental Report, Landlord does not \nhave actual (not constructive) knowledge of the presence of Hazardous \nMaterials in, on or about the Premises, the Building, the Lot or the Park.  \nLandlord has received no written notice, claim, warning, enforcement, \ncleanup, removal or other regulatory or judicial action by any governmental \nagency, court or other person with respect to the Premises that relates to \nHazardous Materials.\n\n30.   FINANCIAL STATEMENTS: Tenant, for the reliance of Landlord, any lender \nholding or anticipated to acquire a lien upon the Premises, the Building or \nthe Park or any portion thereof, or any prospective purchaser of the Building \nor the Park or any portion thereof, within ten (10) days after Landlord's \nrequest therefor, but not more often than once annually so long as Tenant is \nnot in default of this Lease, shall deliver to Landlord the then current \naudited financial statements of Tenant (including interim periods following \nthe end of the last fiscal year for which annual statements are available) \nwhich statements shall be prepared or compiled by a certified public \naccountant and shall present fairly the financial condition of Tenant at such \ndates and the result of its operations and changes in its financial positions \nfor the periods ended on such dates.  If an audited financial statement has \nnot been prepared, Tenant shall provide Landlord with an unaudited financial \nstatement and\/or such other information, the type and form of which are \nacceptable to Landlord in Landlord's reasonable discretion, which reflects \nthe financial condition of Tenant.  If Landlord so requests, but not more \noften than once annually Tenant shall deliver to Landlord an opinion of a \ncertified public accountant, including a balance sheet and profit and loss \nstatement for the most recent prior year, all prepared in accordance with \ngenerally accepted accounting principles consistently applied.  Any and all \noptions granted to Tenant hereunder shall be subject to and conditioned upon \nLandlord's reasonable approval of Tenant's financial condition at the time of \nTenant's exercise of any such-option.\n\n31.   GENERAL PROVISIONS:\n\n      31.1  TIME.  Time is of the essence in this Lease and with respect to \neach and all of its provisions in which performance is a factor.\n\n      31.2  SUCCESSORS AND ASSIGNS.  The covenants and conditions herein \ncontained, subject to the provisions as to assignment, apply to and bind the \nheirs, successors, executors, administrators and assigns of the parties \nhereto.\n\n      31.3  RECORDATION.  Tenant shall not record this Lease or a short form \nmemorandum hereof without the prior written consent of the Landlord, which \nconsent shall not be unreasonably withheld or delayed.\n\n      31.4  LANDLORD'S PERSONAL LIABILITY.  The liability of Landlord (which, \nfor purposes of this Lease, shall include Landlord and the owner of the \nBuilding if other than Landlord) to Tenant for any default by Landlord under \nthe terms of this Lease shall be limited to the actual interest of Landlord \narid its present or future panners in the Premises or the Building and\/or the \nPark, and Tenant agrees to look solely to the Premises for satisfaction of \nany liability and shall not look to other assets of Landlord nor seek any \nrecourse against the assets of the individual partners, directors, officers, \nshareholders, agents or employees of Landlord; it being intended that \nLandlord and the individual partners, directors, officers, shareholders, \nagents or employees of Landlord shall not be personally liable in any manner \nwhatsoever for any judgment or deficiency.  The liability of Landlord under \nthis Lease is limited to its actual period of ownership of title to the \nBuilding, and Landlord shall be automatically released from further \nperformance under this Lease and from all further liabilities and expenses \nhereunder upon transfer of Landlord's interest in the Premises or the \nBuilding, except for liabilities and expenses arising prior to such transfer.\n\n                                          22\n\n\n\n      31.5  SEPARABILITY.  Any provisions of this Lease which shall prove to \nbe invalid, void or illegal shall in no way affect, impair or invalidate any \nother provisions hereof and such other provision shall remain in full force \nand effect.\n\n      31.6  CHOICE OF LAW.  This Lease shall be governed by the laws of the \nState of California.\n\n      31.7  ATTORNEYS' FEES.  In the event any dispute between the parties \nresults in litigation or other proceeding, the prevailing party shall be \nreimbursed by the party not prevailing for all reasonable costs and expenses, \nincluding, without limitation, reasonable attorneys' and experts' fees and \ncosts incurred by the prevailing party in connection with such litigation or \nother proceeding, and any appeal thereof.  Such costs, expenses and fees \nshall be included in and made a part of the judgment recovered by the \nprevailing party, if any.\n\n      31.8  ENTIRE AGREEMENT.  This Lease supersedes any prior agreements, \nrepresentations, negotiations or correspondence between the parties, and \ncontains the entire agreement of the parties on matters covered. No other \nagreement, statement or promise made by any party, that is not in writing and \nsigned by all parties to this Lease, shall be binding.\n\n      31.9  WARRANTY OF AUTHORITY.  On the date that Tenant executes this \nLease, Tenant shall deliver to Landlord an original certificate of status for \nTenant issued by the California Secretary of State or statement of \npartnership for Tenant recorded in the county in which the Premises are \nlocated, as applicable, and such other documents as Landlord may reasonably \nrequest with regard to the lawful existence of Tenant.  Each person executing \nthis Lease on behalf of a party represents and warrants that (1) such person \nis duly and validly authorized to do so on behalf of the entity it purports \nto so bind, and (2) if such party is a partnership, corporation or trustee, \nthat such partnership, corporation or trustee has full right and authority to \nenter into this Lease and perform all of its obligations hereunder.  In \naddition to any other remedies available to Landlord under this Lease, if \nthere is any breach of the foregoing warranty, the person(s) executing this \nLease on behalf of Tenant shall be personally liable for all of Tenant's \nobligations under this Lease, including, but not limited to, the payment by \nsuch person(s) to Landlord of any and all losses, liabilities, costs, \nexpenses and damages incurred by Landlord hereunder.\n\n      31.10 NOTICES.  Any and all notices and demands required or permitted \nto be given hereunder to Landlord shall be in writing and shall be sent: (a) \nby United States mail, certified and postage prepaid; or (b) by personal \ndelivery; or (c) by overnight courier, addressed to Landlord at 101 Lincoln \nCentre Drive, Fourth Floor, Foster City, California 94404-1167, facsimile \n#(415) 571-2211.  Any and all notices and demands required or permitted to be \ngiven hereunder to Tenant shall be in writing and shall be sent: (i) by \nUnited States mail, certified and postage prepaid; or (ii) by personal \ndelivery to any employee or agent of Tenant over-the age of eighteen (18) \nyears of age; or (iii) by overnight courier, all of which shall be addressed \nto Tenant at the Premises; or (iv) by facsimile at the facsimile number at \nthe Premises, if any, as provided by Tenant on Page 1 of this Lease or \notherwise provided to Landlord, with a hardcopy to follow by another means \nlisted above, deposited with the appropriate carrier within one business day \nof forwarding by facsimile.  Notice and\/or demand shall be deemed given upon \nthe earlier of actual receipt or the third day following deposit in the \nUnited States mail.  Notice and\/or demand by facsimile shall be complete upon \ntransmission over the telephone line. Any notice or requirement of service \nrequired by any statute or law now or hereafter in effect, including, but not \nlimited to, California Code of Civil Procedure Sections 1161, 1161.1, and \n1162, is hereby waived by Tenant.\n\n      31.11 JOINT AND SEVERAL.  If Tenant consists of more than one person or \nentity, the obligations of all such persons or entities shall be joint and \nseveral.\n\n      31.12 COVENANTS AND CONDITIONS.  Each provision to be performed by \nTenant hereunder shall be deemed to be both a covenant and a condition.\n\n      31.13 WAIVER OF JURY TRIAL.  The parties hereto shall and they hereby \ndo waive trial by jury in any action, proceeding or counterclaim brought by \neither of the parties hereto against the other on any matters whatsoever \narising out of or in any way related to this Lease, the relationship of \nLandlord and Tenant, Tenant's use or occupancy of the Premises, the Building \nor the Park, and\/or any claim of injury, loss or damage.\n\n      31.14 COUNTERCLAIMS.  In the event Landlord commences any proceedings \nfor nonpayment of Rent, Additional Rent, or any other sums or amounts due \nhereunder, Tenant shall not interpose any counterclaim of whatever nature or \ndescription in any such proceedings, provided, however, nothing contained \nherein shall be deemed or construed as a waiver of the Tenant's right to \nassert such claims in any separate action brought by Tenant or the right to \noffset the amount of any final judgment owed by Landlord to Tenant.\n\n      31.15 UNDERLINING.  The use of underlining within the Lease is for \nLandlord's reference purposes only and no other meaning or emphasis is \nintended by this use, nor should any be inferred.\n\n32.   SIGNS: All signs and graphics of every kind visible in or from public \nview or corridors or the exterior of the Premises shall be subject to \nLandlord's prior written approval, which shall not be unreasonably withheld \nor delayed, and shall be subject to any applicable governmental laws, \nordinances, and regulations and in compliance with Landlord's sign criteria \nas same may exist from time to time or as set forth in Exhibit H hereto and \nmade a part hereof.  Tenant shall remove all such signs and graphics prior to \nthe termination of this Lease. Such installations and removals shall be made \nin a manner as to avoid damage or defacement of the Premises; and Tenant \nshall repair any damage or defacement, including without limitation, \ndiscoloration caused by such\n\n                                          23\n\n\n\ninstallation or removal.  In the event that Tenant fails to remove such signs \nand graphics as requested hereunder, Landlord shall have the right, at its \noption, to deduct from the Security Deposit such sums as are reasonably \nnecessary to remove such signs, including, but not limited to, the costs and \nexpenses associated with any repairs necessitated by such removal.  \nNotwithstanding the foregoing, in no event shall any: (a) neon, flashing or \nmoving sign(s) or (b) sign(s) which shall interfere with the visibility of \nany sign, awning, canopy, advertising matter, or decoration of any kind of \nany other business or occupant of the Building or the Park be permitted \nhereunder.  Tenant further agrees to maintain any such sign, awning, canopy, \nadvertising matter, lettering, decoration or other thing as may be approved \nin good condition and repair at all times.\n\n33.   MORTGAGEE PROTECTION: Upon any breach or default on the part of \nLandlord, Tenant will give written notice by registered or certified mail to \nany beneficiary of a deed of trust or mortgagee of a mortgage covering the \nPremises who has provided Tenant with notice of their interest together with \nan address for receiving notice, and shall offer such beneficiary or \nmortgagee a reasonable opportunity to cure the default (which, in no event \nshall be less than ninety (90) days), including time to obtain possession of \nthe Premises by power of sale or a judicial foreclosure, if such should prove \nnecessary to effect a cure.  If such breach or default cannot be cured within \nsuch time period, then such additional time as may be necessary will be given \nto such beneficiary or mortgagee to effect such cure so long as such \nbeneficiary or mortgagee has commenced the cure within the original time \nperiod and thereafter diligently pursues such cure to completion, in which \nevent this Lease shall not be terminated while such cure is being diligently \npursued.  Tenant agrees that each lender to whom this Lease has been assigned \nby Landlord is an express third party beneficiary hereof.  Tenant shall not \nmake any prepayment of Rent more than one (1) month in advance without the \nprior written consent of each such lender, except if Tenant is required to \nmake quarterly payments of Rent in advance pursuant to the provisions of \nSection 8 above.  Tenant waives the collection of any deposit from such \nlender(s) or any purchaser at a foreclosure sale of such lender(s)' deed of \ntrust unless the lender(s) or such purchaser shall have actually received and \nnot refunded the deposit.  Tenant agrees to make all payments under this \nLease to the lender with the most senior encumbrance upon receiving a \ndirection, in writing, to pay said amounts to such lender.  Tenant shall \ncomply with such written direction to pay without determining whether an \nevent of default exists under such lender's loan to Landlord.  Landlord \nagrees that (i) Tenant may conclusively rely upon any written notice Tenant \nreceives from such beneficiary of any mortgage or deed of trust (\"Lender\"), \nencumbering the Building and\/or the land upon which the Building is situated, \nnotwithstanding any claim by Landlord contesting the validity of any term or \ncondition of such notice, including, but not limited to, any default claimed \nby Lender and (ii) that Landlord shall not make any claim of any kind against \nTenant or Tenant's leasehold interest with respect to amounts paid to Lender \nby Tenant or any acts performed by Tenant which are made or done in strict \naccordance with such written notice.                                          \n\n34.   QUITCLAIM: Upon any termination of this Lease, Tenant shall, at \nLandlord's request, execute, have acknowledged and deliver to Landlord a \nquitclaim deed of Tenant's interest in and to the Premises.  If Tenant fails \nto so deliver to Landlord such a quitclaim deed, Tenant hereby agrees that \nLandlord shall have the full authority and right to record such a quitclaim \ndeed signed only by Landlord and such quitclaim deed shall be deemed \nconclusive and binding upon Tenant.\n\n35.   MODIFICATIONS FOR LENDER: If, in connection with obtaining financing \nfor the Premises or any portion thereof, Landlord's lender shall request \nreasonable modification(s) to this Lease as a condition to such financing, \nTenant shall not unreasonably withhold, delay or defer its consent thereto, \nprovided such modifications do not materially adversely affect Tenant's \nrights hereunder or the use, occupancy or quiet enjoyment of Tenant hereunder.\n\n36.   WARRANTIES OF TENANT: Tenant hereby warrants and represents to \nLandlord, for the express benefit of Landlord, that Tenant has undertaken a \ncomplete and independent evaluation of the risks inherent in the execution of \nthis Lease and the operation of the Premises for the use permitted hereby, \nand that, based upon said independent evaluation, Tenant has elected to enter \ninto this Lease and hereby assumes all risks with respect thereto.  Tenant \nhereby further warrants and represents to Landlord, for the express benefit \nof Landlord, that in entering into this Lease, Tenant has not relied upon any \nstatement, fact, promise or representation (whether express or implied, \nwritten or oral) not specifically set forth herein in writing and that any \nstatement, fact, promise or representation (whether express or implied, \nwritten or oral) made at any time to Tenant, which is not expressly \nincorporated herein in writing, is hereby waived by Tenant.\n\n37.   COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT: As of the Commencement \nDate the Premises and the Building are in compliance with the applicable \nrequirements of the City of Newark with respect to matters governed by the \nADA.  Landlord and Tenant hereby agree and acknowledge that the Premises, the \nBuilding and\/or the Park may be subject to the requirements of the Americans \nwith Disabilities Act, a federal law codified at 42 U.S.C.  12101 et seq, \nincluding, but not limited to Title III thereof, all regulations and \nguidelines related thereto, together with any and all laws, rules, \nregulations, ordinances, codes and statutes now or hereafter enacted by local \nor state agencies having jurisdiction thereof, including all requirements of \nTitle 24 of the State of California, as the same may be in effect on the date \nof this Lease and may be hereafter modified, amended or supplemented \n(collectively, the \"ADA\").  Any Tenant Improvements to be constructed \nhereunder shall be in compliance with the requirements of the ADA, and all \ncosts incurred for purposes of compliance therewith shall be a part of and \nincluded in the costs of the Tenant Improvements.  Tenant shall be solely \nresponsible for conducting its own independent investigation of this matter \nwith respect to the condition of the Building, Tenant's use of the Premises \nand for all improvements to be made to the Premises after the actual \nCommencement Date (other than the Tenant Improvements); provided, however, \nwith respect to the Tenant Improvements Landlord shall be solely responsible \nfor ensuring that the design of all Tenant Improvements are not in violation \nof the then applicable requirements of the ADA.  Subject to reimbursement \npursuant to Section 6 of the Lease, if any barrier removal work or other work \nis required to the Building, the Common Areas or\n\n                                          24\n\n\n\nthe Park under the ADA, then such work shall be the responsibility of \nLandlord; provided, if such work is required under the ADA as a result of \nTenant's use of the Premises or any work or alteration made to the Premises \nby or on behalf of Tenant, then such work shall be performed by Landlord at \nthe sole cost and expense of Tenant.  Except as otherwise expressly provided \nin this provision, Tenant shall be responsible at its sole cost and expense \nfor fully and faithfully complying with all applicable requirements of the \nADA, including without limitation, not discriminating against any disabled \npersons in the operation of Tenant's business in or about the Premises, and \noffering or otherwise providing auxiliary aids and services as, and when, \nrequired by the ADA.  Within ten (10) days after receipt, Landlord and Tenant \nshall advise the other party in writing, and provide the other with copies of \n(as applicable), any notices alleging violation of the ADA relating to any \nportion of the Premises or the Building; any claims made or threatened in \nwriting regarding noncompliance with the ADA and relating to any portion of \nthe Premises or the Building; or any governmental or regulatory actions or \ninvestigations instituted or threatened regarding noncompliance with the ADA \nand relating to any portion of the Premises or the Building.  Tenant shall \nand hereby agrees to protect, defend (with counsel reasonably acceptable to \nLandlord) and hold Landlord and Landlord's lender(s), partners, employees, \nrepresentatives, legal representatives, successors and assigns (collectively, \nthe \"Indemnitees\") harmless and indemnify the Indemnitees from and against \nall liabilities, damages, claims, losses, penalties, judgments, charges and \nexpenses (including reasonable attorneys' fees, costs of court and expenses \nnecessary in the prosecution or defense of any litigation including the \nenforcement of this provision) arising from or in any way related to, \ndirectly or indirectly, Tenant's or Tenant's Representatives' violation or \nalleged violation of the ADA.  Tenant agrees that the obligations of Tenant \nherein shall survive the expiration or earlier termination of this Lease.\n\n38.   BROKERAGE COMMISSION: Landlord and Tenant each represents and warrants \nfor the benefit of the other that it has had no dealings with any real estate \nbroker, agent or finder in connection with the Premises and\/or the \nnegotiation of this Lease, except for the Broker(s) (as set forth on Page 1), \nand that it knows of no other real estate broker, agent or finder who is or \nmight be entitled to a real estate brokerage commission or finder's fee.  in \nconnection with this Lease or otherwise based upon contacts between the \nclaimant and Tenant.  Each party shall indemnify and hold harmless the other \nfrom and against any and all liabilities or expenses arising out of claims \nmade for a fee or commission by any real estate broker, agent or finder in \nconnection with the Premises and this Lease other than Broker(s), if any, \nresulting from the actions of the indemnifying party.  Any real estate \nbrokerage commission or finder's fee payable to the Broker(s) in connection \nwith this Lease shall be payable by Landlord and only be payable and \napplicable to the extent of the initial Term of the Lease and to the extent \nof the Premises as same exist as of the date on which Tenant executes this \nLease.  Unless expressly agreed to in writing by Landlord and Broker(s), no \nreal estate brokerage commission or finder's fee shall be owed to, or \notherwise payable to, the Broker(s) for any renewals or other extensions of \nthe initial Term of this Lease or for any additional space leased by Tenant \nother than the Premises as same exists as of the date on which Tenant \nexecutes this Lease.  Tenant further represents and warrants to Landlord that \nTenant will not receive (i) any portion of any brokerage commission or \nfinder's fee payable to the Broker(s) in connection with this Lease or (ii) \nany other form of compensation or incentive from the Broker(s) with respect \nto this Lease.\n\n39.   QUIET ENJOYMENT: Landlord covenants with Tenant, upon the paying of \nRent and observing and keeping the covenants, agreements and conditions of \nthis Lease on its part to be kept, and during the periods that Tenant is not \notherwise in default of any of the terms or provisions of this Lease, and \nsubject to the rights of any of Landlord's lenders, (i) that Tenant shall and \nmay peaceably and quietly hold, occupy and enjoy the Premises and the Common \nAreas during the Term of this Lease, and (ii) neither Landlord, nor any \nsuccessor or assign of Landlord, shall disturb Tenant's occupancy or \nenjoyment of the Premises and the Common Areas.\n\n40.   LANDLORD'S ABILITY TO PERFORM TENANT'S UNPERFORMED OBLIGATIONS: \nNotwithstanding anything to the contrary contained in this Lease, if Tenant \nshall fail to perform any of the terms, provisions, covenants or conditions \nto be performed or complied with by Tenant pursuant to this Lease, and\/or if \nthe failure of Tenant relates to a matter which in Landlord's judgment \nreasonably exercised is of an emergency nature and such failure shall remain \nuncured for a period of time commensurate with such emergency, then Landlord \nmay, at Landlord's option without any obligation to do so, and in its sole \ndiscretion as to the necessity therefor, perform any such term, provision, \ncovenant, or condition, or make any such payment and Landlord by reason of so \ndoing shall not be liable or responsible for any loss or damage thereby \nsustained by Tenant or anyone holding under or through Tenant.  If Landlord \nso performs any of Tenant's obligations hereunder, the full amount of the \ncost and expense entailed or the payment so made or the amount of the loss so \nsustained shall immediately be owing by Tenant to Landlord, and Tenant shall \npromptly pay to Landlord upon demand, as Additional Rent, the full amount \nthereof with interest thereon from the date of payment at the greater of (i) \nten percent (10%) per annum, or (ii) the highest rate permitted by applicable \nlaw and Enforcement Expenses.\n\n41.   Landlord agrees that Tenant shall have the right, at its discretion, \nand after giving Landlord at least twenty (20) days prior written notice of \nthe terms, conditions and identifying the mortgagee or beneficiary of such \nsecurity interest, to mortgage, hypothecate or convey a security interest in \ntenant's equipment and personal property (but not any fixtures attached to \nthe Premises) within the Premises as security for its obligations under any \nequipment lease or other financing arrangement related to the conduct of \nTenant's business, provided that any such lender shall have no right to \noccupy the Premises or any portion thereof to hold an auction or other \nproceeding at the Premises, any such lender and Tenant would agree to repair \nand restore, within ten (10) days of written demand by Landlord, any and all \ndamage caused by such mortgagee, beneficiary, its agents and\/or employees, \nand lender and Tenant shall indemnify, protect, defend (by counsel acceptable \nto Landlord) and hold Landlord harmless from any and all loss, cost, damage, \nliability, claim, cause of action and expense (including, without limitation, \nreasonable attorney's fees and costs) arising out of or related to the \ngranting by Tenant of any such security interest, hypothecation, mortgage \nand\/or conveyance.\n\n                                          25\n\n\n\n      IN WITNESS WHEREOF, this Lease is executed by the parties as of the \nLease Date referenced on page I of this Lease.\n\nTENANT:\n\nInVision Technologies, Inc.,\na Delaware corporation\n\nBy:\n    -------------------------------------\n\nIts:\n     ------------------------------------\n\nDate:\n      -----------------------------------\nLANDLORD:\n\nWHLNF REAL ESTATE LIMITED PARTNERSHIP,\na Delaware limited partnership\n\nBy:   Lincoln Property Company Management Services, Inc.,\n      as manager and agent for Landlord\n\n      By: \n           --------------------------------------\n           Vice President\n\n\n\n\n\n\n\n\n                                          26\n\n\n\n\n                            EXHIBIT A - PREMISES\n\nThis exhibit, entitled \"Premises\", is and shall constitute EXHIBIT A to that \ncertain Lease Agreement dated December 4, 1996 (the \"Lease\"), by and between \nWHLNF REAL ESTATE LIMITED PARTNERSHIP, a-Delaware limited partnership \n(\"Landlord\") and InVision Technologies, Inc., a Delaware corporation \n(\"Tenant\") for the leasing of certain premises located in the Lincoln \nBridgeway Technology Center at 7151 Gateway Boulevard, Newark, California \n(the \"Premises\").\n\nThe Premises consist of the rentable square footage of space specified in the \nBase Lease Information and has the address specified in the Base Lease \nInformation.  The Premises are a part of and are contained in the Building \nspecified in the Base Lease Information.  The cross-hatched area depicts the \nPremises within the Project:\n\nINITIALS:\n\nTENANTS:  \n            ------------------\n\nLANDLORD:  \n            ------------------\n\n\n\n\n\n\n\n                        EXHIBIT B TO LEASE AGREEMENT\n\n                             TENANT IMPROVEMENTS\n\nThis exhibit, entitled' \"Tenant Improvements\", is and shall constitute \nEXHIBIT B to that certain Lease Agreement dated February 11, 1997 (the \n\"Lease\"), by and between WHLNF REAL ESTATE LIMITED PARTNERSHIP, a Delaware \nlimited partnership (\"Landlord\") and InVision Technologies, Inc., a Delaware \ncorporation (\"Tenant\") for the leasing of certain premises located in the \nLincoln Bridgeway Technology Center at 7151 Gateway Boulevard, Newark, \nCalifornia (the \"Premises\").  The terms, conditions and provisions of this \nEXHIBIT B are hereby incorporated into and are made a part of the Lease. Any \ncapitalized terms used herein and not otherwise defined herein shall have the \nmeaning ascribed to such terms as set forth in the Lease:\n\n1.    TENANT IMPROVEMENTS.  Subject to the conditions set forth below, \nLandlord agrees to construct and install certain improvements (\"Tenant \nImprovements\") in the Building of which the Premises*are a part in accordance \nwith the Final Drawings (defined below) and pursuant to the terms of this \nEXHIBIT B.\n\n2.    DEFINITION.  \"Tenant Improvements\" as used in this Lease shall include \nonly those interior portions of the Building which are described below.  \n\"Tenant Improvements\" shall specifically not include any alterations, \nadditions or improvements installed or constructed by Tenant, and any of \nTenant's trade fixtures, equipment, furniture, furnishings, telephone \nequipment or other personal property (collectively, \"Personal Property\").  \nThe Tenant Improvements shall include any and all interior improvements to be \nmade to the Premises as specified in the Final Drawings (defined below), as \nspecified and agreed to by Tenant and Landlord.\n\n3.    TENANT'S INITIAL PLANS; THE WORK.  Tenant desires Landlord to perform \ncertain Tenant Improvements in the Premises.  Within three (3) days of the \nexecution of the Lease by Landlord and Tenant, Tenant shall notify Landlord, \nin writing, that it desires Landlord to plan, install and construct the \nTenant Improvements in the Building (the \"Initial Notice\").  The Tenant \nImprovements shall be in substantial accordance with the plan(s) or scope of \nwork (collectively, the \"Initial Plans\") which will be prepared by Lincoln \nProperty Company after Tenant delivers to Landlord the Initial Notice and the \nparties meet and confer to agree on a scope of work. Within seven (7) days \nfrom the date Landlord and Tenant meet to discuss the scope of work, Landlord \nshall deliver to Tenant the Initial Plans.  A copy of the Initial Plans shall \nbe attached hereto as Schedule 1 as soon as practicable.  Such work, as shown \nin the Initial Plans and as more fully detailed in the Final Drawings (as \ndefined and described in Section 4 below), shall be hereinafter referred to \nas the \"Work\".  Not later than five (5) days after the Initial Plans are \nprepared and delivered to Tenant, Tenant and\/or Tenant's Representatives \nshall furnish to Landlord such additional plans, drawings, specifications and \nfinish details as Landlord may reasonably request to enable Landlord's \narchitects and engineers, as applicable, to prepare mechanical, electrical \nand plumbing plans and to prepare the Final Drawings, including, but not \nlimited to, a final telephone layout and special electrical connections, if \nany.  All plans, drawings, specifications and other details describing the \nWork which have been, or are hereafter, furnished by or on behalf of Tenant \nshall be subject to Landlord's approval, which approval shall not be \nunreasonably withheld.  Landlord shall not be deemed to have acted \nunreasonably if it withholds its approval of any plans, specifications, \ndrawings or other details or of any Change Request (hereafter defined in \nSection 11 below) because, in Landlord's reasonable opinion, the work as \ndescribed in any such item, or any Change Request, as the case may be: (a) is \nlikely to adversely affect Building systems, the structure of the Building or \nthe safety of the Building and\/or its occupants; (b) might impair Landlord's \nability to furnish services to Tenant or other tenants in the Building; (c) \nwould increase the cost of operating the Building or the Park; (d) would \nviolate any applicable governmental, administrative body's or agencies' laws, \nrules, regulations, ordinances, codes or similar requirements (or \ninterpretations thereof); (e) contains or uses Hazardous Materials; (f) would \nadversely affect the appearance of the Building or the Park; (g) might \nadversely affect another tenant's premises or such other tenant's use and \nenjoyment of such premises; (h) is prohibited by any ground lease affecting \nthe Building, the Lot and\/or the Park, any Recorded Matters or any mortgage, \ntrust deed or other instrument encumbering the Building, the Lot and\/or the \nPark; (i) is likely to be substantially delayed because of unavailability or \nshortage of labor or materials necessary to perform such work or the \ndifficulties or unusual nature of such work; (j) is not, at a minimum, in \naccordance with Landlord's Building Standards (defined below), or (k) would \nincrease the Tenant Improvement Costs (defined in Section 9 below) by more \nthan ten percent (10%) from the cost originally estimated and anticipated by \nthe parties.  The foregoing reasons, however, shall not be the only reasons \nfor which Landlord may withhold its approval, whether or not such other \nreasons are similar or dissimilar to the foregoing. Neither the approval by \nLandlord of the Work or the Initial Plans or any other plans, specifications, \ndrawings or other items associated with the Work nor Landlord's performance, \nsupervision or monitoring of the Work shall constitute any warranty or \ncovenant by Landlord to Tenant of the adequacy of the design for Tenant's \nintended use of the Premises. Tenant agrees to, and does hereby, assume full \nand complete responsibility to ensure that the Work and the Final Drawings \nare adequate to fully meet the needs and requirements of Tenant's intended \noperations of its business within the Premises and Tenant's use of the \nPremises.\n\n4.    FINAL DRAWINGS.  If necessary for the performance of the Work and to \nthe extent not already included as part of the Initial Plans attached hereto, \nLandlord shall prepare or cause to be prepared final working drawings and \nspecifications for the Work (the \"Final Drawings\") based on and consistent \nwith the Initial Plans and the other plans, specifications, drawings, finish \ndetails or other information furnished by Tenant or Tenant's Representatives \nto Landlord and approved by Landlord pursuant to Section 3 above.  Tenant \nshall cooperate diligently with Landlord and Landlord's architect, engineer \nand other representatives and Tenant shall furnish within five (5) days after \nany request therefor, all information required by Landlord or Landlord's \narchitect, engineer or other representatives for completion of the Final \nDrawings.  So long as the Final Drawings are substantially consistent with \nthe Initial Plans, Tenant shall approve the Final Drawings within three (3) \nbusiness days after receipt of same from Landlord.  Landlord and Tenant shall \nindicate their approval of the Final\n\n                                          1\n\n\n\nDrawings by initialing each sheet of the Final Drawings and delivering to one \nanother a true and complete copy of such initialed Final Drawings.  A true \nand complete copy of the approved and initialed Final Drawings shall be \nattached to the Lease as EXHIBIT B-1 and shall be made a part thereof. \nTenant's failure to approve or disapprove such Final Drawings within the \nforegoing three (3) business day time period, shall be conclusively deemed to \nbe approval of same by Tenant.  If Tenant reasonably disapproves of any \nmatters included in the Final Drawings because such items are not \nsubstantially consistent with the Initial Plans, Tenant shall, within the \naforementioned three (3) business day period, deliver to Landlord written \nnotice of its disapproval and Tenant shall specify in such written notice, in \nsufficient detail as Landlord may reasonably require, the matters \ndisapproved, the reasons for such disapproval, and the specific changes or \nrevisions necessary to be made to the Final Drawings to cause such drawings \nto substantially conform to the Initial Plans.  Any additional costs \nassociated with such requested changes or revisions shall be paid for solely \nby Tenant, as the Excess Tenant Improvement Costs (defined in Section 10 \nbelow), in cash upon written demand therefor by Landlord.  Any changes or \nrevisions requested by Tenant must first be approved by Landlord, which \napproval shall not be unreasonably withheld, subject to the provisions of \nSection 3 above.  If Landlord approves such requested changes or revisions or \ndelayed, Landlord shall cause the Final Drawings to be revised accordingly \nand Landlord and Tenant shall initial each sheet of the Final Drawings as \nrevised and attach a true and complete copy thereof to the Lease as EXHIBIT \nB-1.  Landlord and Tenant hereby covenant to each other to cooperate with \neach other and to act reasonably in the preparation and approval of the Final \nDrawings.\n\n5.    PERFORMANCE OF WORK.  As soon as practicable after Tenant and Landlord \ninitial and attach to the Lease as EXHIBIT B-1 a true and complete copy of \nthe Final Drawings, Landlord shall submit the Final Drawings to the \ngovernmental authorities having rights of approval over the Work and shall \napply for the necessary approvals and building permits.  Subject to the \nsatisfaction of all conditions precedent and subsequent to its obligations \nunder this EXHIBIT B, and further subject to the provisions of Section I0 \nhereof, as soon as practicable after Landlord or its representatives have \nreceived all necessary approvals and building permits, Landlord will put the \nFinal Drawings out for bid to several, but in no event less than three (3), \nlicensed, bonded and insured general contractors.  The Tenant Improvements \nshall be constructed by a general contractor selected by Landlord (the \n\"General Contractor\").  Landlord shall commence construction, or cause the \ncommencement of construction by the General Contractor, of the Tenant \nImprovements, as soon as practicable after selection of the General \nContractor.  Except as hereinafter expressly provided to the contrary, \nLandlord shall cause the performance of the Work using (except as may be \nstated or otherwise shown in the Final Drawings) building standard materials, \nquantities and procedures then in use by Landlord (\"Building Standards\").\n\n6.    SUBSTANTIAL COMPLETION.  Landlord and Tenant shall cause the General \nContractor to Substantially Complete (defined below) the Tenant Improvements \nin accordance with the Final Drawings by the Commencement Date of the Lease \nas set forth in Section 2 of the Lease (the \"Completion Date\"), subject to \ndelays due to (a) acts or events beyond its control including, but not \nlimited to, acts of God, earthquakes, strikes, lockouts, boycotts, \ncasualties, discontinuance of any utility or other service required for \nperformance of the Work, moratoriums, governmental agencies and weather, (b) \nthe lack of availability or shortage of specialized materials used in the \nconstruction of the Tenant Improvements, (c) any matters beyond the \nreasonable control of Landlord, the General Contractor or any subcontractors, \n(d) any changes required by the fire department, building and\/or planning \ndepartment, building inspectors or any other agency having jurisdiction over \nthe Building, the Work and\/or the Tenant Improvements (except to the extent \nsuch changes are directly attributable to Tenant's use or Tenant's \nspecialized tenant improvements, in which event such delays are considered \nTenant Delays) (the events and matters set forth in Subsections (a), (b), (c) \nand (d) are collectively referred to as \"Force Majeure Delays\"), or (e) any \nTenant Delays (defined in Section 7 below). The Tenant Improvements shall be \ndeemed substantially complete on the date that the building officials of the \napplicable governmental agency(s) issues its final approval of the \nconstruction of the Tenant Improvements whether in the form of the issuance \nof a final permit, certificate of occupancy or the written approval \nevidencing its final inspection on the building permit(s), or the date on \nwhich Tenant first takes occupancy of the Premises, whichever first occurs \n(\"Substantial Completion\", or \"Substantially Completed, or \"Substantially \nComplete\").  Except as otherwise set forth in Section 2.1.  hereof, if the \nWork is not deemed to be Substantially Completed on or before the scheduled \nCompletion Date, (i) Landlord agrees to use reasonable efforts to \nSubstantially Complete the Work as soon as practicable thereafter, (ii) the \nLease shall remain in full force and effect, (iii) Landlord shall not be \ndeemed to be in breach or default of the Lease or this EXHIBIT B as a result \nthereof and Landlord shall have no liability to Tenant as a result of any \ndelay in occupancy (whether for damages, abatement of all or any portion of \nthe Rent, or otherwise), and (iv) except to the extent of any Tenant Delays, \nwhich will not affect the Commencement Date but will extend the Completion \nDate without any penalty or liability to Landlord, and notwithstanding \nanything to the contrary contained in the Lease, the Commencement Date and \nthe Expiration Date of the term of the Lease (as defined in Section 2 of the \nLease) shall be extended commensurately by the amount of time attributable to \nsuch Force Majeure Delays, and Landlord and Tenant shall execute a written \namendment to the Lease evidencing such extensions of time, substantially in \nthe form of Exhibit F to the Lease.  Subject to the provisions of Section \n10.2 of the Lease, the Tenant Improvements shall belong to Landlord and shall \nbe deemed to be incorporated into the Premises for all purposes of the Lease, \nunless Landlord, in writing, indicates otherwise to Tenant.\n\n      Upon substantial completion of the Tenant Improvements, Landlord and \nTenant shall inspect the Premises and the Tenant Improvements and develop a \nlist of \"punch list\" items. Such list shall be subject to the reasonable \napproval of Landlord and Tenant.  Upon such approval, Landlord shall promptly \ncommence the correction of all punch list items and diligently pursue such \nwork to completion within thirty (30) days of the Commencement Date.  \nLandlord agrees to complete such items in a manner so as to minimize \ninterference with Tenant's business.  Landlord also agrees, after substantial \ncompletion of the Tenant Improvements, to cause the Premises to be bloom \ncleaned.\n\n                                          2\n\n\n\n7.    TENANT DELAYS.  There shall be no extension of the scheduled \nCommencement Date or Expiration Date of the term of the Lease (as otherwise \npermissibly extended in accordance with the provisions of Section 6 above) if \nthe Work has not been Substantially Completed by the scheduled Commencement \nDate due to any delay attributable to Tenant and\/or Tenant's Representatives \nor Tenant's intended use of the Premises (collectively, \"Tenant Delays\"), \nincluding, but not limited to, any of the following described events or \noccurrences: (a) delays related to changes made or requested by Tenant to the \nWork and\/or the Final Drawings; (b) the failure of Tenant to furnish all or \nany plans, drawings, specifications, finish details or other information \nrequired under Sections 3 and 4 above; (c) the failure of Tenant to comply \nwith the requirements of Section 10 below; (d) Tenant's requirements for \nspecial work or materials, finishes, or installations other than the Building \nStandards or Tenant's requirements for special construction or phasing; (e) \nany changes required by the fire department, building or planning department, \nbuilding inspectors or any other agency having jurisdiction over the \nBuilding, the Work and\/or the Tenant Improvements if such changes are \ndirectly attributable to Tenant's use or Tenant's specialized tenant \nimprovements; (f) the performance of any additional work pursuant to a Change \nRequest (defined below in Section 11) which is requested by Tenant; (g) the \nperformance of work in or about the Premises by any person, firm or \ncorporation employed by or on behalf of Tenant, including, without \nlimitation, any failure to complete or any delay in the completion of such \nwork; or (h) any an.d all delays caused by or arising from acts or omissions \nof Tenant and\/or Tenant's Representatives, in any manner whatsoever, \nincluding, but not limited to, any and all revisions to the Final Drawings.  \nAny delays in the construction of the Tenant Improvements due to any of the \nevents described above, shall in no way extend or affect the date on which \nTenant is required to commence paying Rent under the terms of the Lease.  It \nis the intention of the parties that all of such delays will be considered \nTenant Delays for which Tenant shall be wholly and completely responsible for \nany and all consequences related to such delays, including, without \nlimitation, any costs and expenses attributable to increases in labor or \nmaterials.\n\n\n8.    TENANT IMPROVEMENT ALLOWANCE.  Landlord and Tenant hereby acknowledge \nand agree that the Tenant Improvement Costs (defined in Section 9 below) for \nthe Tenant Improvements, shall be based upon the Final Drawings approved by \nLandlord and Tenant in accordance with the provisions of Section 4 above.  If \nthe actual Tenant Improvement Costs varies from the Tenant Improvement \nAllowance (hereinafter defined) by more than twenty-five percent (25%), then \nLandlord may require any of the following, in its sole discretion: (a) \nchanges be made to the Final Drawings to reduce the cost of the Tenant \nImprovements and Landlord may refuse to sign any construction contract or \nChange Orders to the construction contract, as the case may be, until such \nchanges are made to the sole satisfaction of Landlord; (b) Tenant to deposit \ninto a separate escrow account cash in an amount equal to the Excess Tenant \nImprovement Costs (defined in Section 10 below); (c) Tenant to provide to \nLandlord evidence satisfactory to Landlord, in its sole discretion, that \nTenant has adequate financial resources to pay for the Excess Tenant \nImprovement Costs, as solely determined by Landlord; and\/or (d) Tenant to pay \nall of the Excess Tenant Improvement Costs before Landlord's contribution of \nthe Tenant Improvement Allowance (defined in Section 10 below); provided, \nhowever, in no event or circumstance shall the Tenant Improvement Costs \nexceed the maximum amount of two million eight hundred fifty-seven thousand \nthree hundred fifty and 00\/100 Dollars ($2,857,350.00), which amount is based \non the amount of thirty and 00\/100 Dollars ($30.00) per rentable square foot \nfor 95,245 square feet of the Premises which is to be improved, as described \nin the Initial Plans.  SUBJECT TO THE FOREGOING, LANDLORD SHALL PROVIDE AN \nALLOWANCE FOR THE PLANNING AND CONSTRUCTION OF THE TENANT IMPROVEMENTS FOR \nTHE WORK TO BE PERFORMED IN THE PREMISES, AS DESCRIBED IN THE INITIAL PLANS \nAND THE FINAL DRAWINGS, IN THE AMOUNT OF ONE MILLION FOUR HUNDRED \nTWENTY-EIGHT THOUSAND SIX HUNDRED SEVENTY-FIVE AND 00\/100 DOLLARS \n($1,428,675.00) (THE \"TENANT IMPROVEMENT ALLOWANCE\") BASED UPON AN ALLOWANCE \nOF FIFTEEN AND 00\/100 DOLLARS ($15.00) PER RENTABLE SQUARE FOOT FOR 95,245 \nSQUARE FEET OF THE PREMISES WHICH IS TO BE IMPROVED, AS DESCRIBED IN THE \nINITIAL PLANS AND THE FINAL DRAWINGS.  Tenant shall not be entitled to any \ncredit, abatement or payment from Landlord in the event that the amount of \nthe Tenant Improvement Allowance specified above exceeds the actual Tenant \nImprovement Costs.  The Tenant Improvement Allowance shall only be used for \ntenant improvements typically installed by Landlord in R&amp;D buildings.  The \nTenant Improvement Allowance shall be the maximum contribution by Landlord \nfor the Tenant Improvement Costs and shall be subject to the provisions of \nSection 10 below.\n\n9.    TENANT IMPROVEMENT COSTS.  The Tenant Improvements' cost (Tenant \nImprovement Costs\") shall mean and include any and all costs and expenses of \nthe Work, including, without limitation, all of the following:\n\n      (a)  All costs of preliminary space planning and final architectural \nand engineering plans and specifications (including, without limitation, the \nscope of work, all plans and specifications, the Initial Plans and the Final \nDrawings) for the Tenant Improvements, and architectural fees, engineering \ncosts and fees, and other costs associated with completion of said plans;\n\n      (b)  All costs of obtaining building permits and other necessary \nauthorizations and approvals from the City of Newark and other applicable \njurisdictions;\n\n      (c)  All costs of interior design and finish schedule plans and \nspecifications including as-built drawings;\n\n      (d)  All direct and indirect costs of procuring, constructing and \ninstalling the Tenant Improvements in the Premises, including, but not \nlimited to, the construction fee for overhead and profit, the cost of all \non-site supervisory and administrative staff, office, equipment and temporary \nservices rendered by Landlord's consultants and the General Contractor in \nconnection with construction of the Tenant Improvements, and all labor \n(including overtime) and materials constituting the Work;\n\n                                          3\n\n\n\n      (e)  All fees payable to the General Contractor, architect and \nLandlord's engineering firm if they are required by Tenant to redesign any \nportion of the Tenant Improvements following Tenant's approval of the Final \nDrawings; and \n\n      (f)  A construction management fee payable to Landlord in the amount of \nfour percent (4%) of all direct and indirect costs of procuring, constructing \nand installing the Tenant Improvements in the Premises and the Building.\n\n10.   EXCESS TENANT IMPROVEMENT COSTS.  Prior to commencing the Work, \nLandlord shall submit to Tenant a written statement of the actual Tenant \nImprovement Costs (the \"Actual TI Costs\") (which shall include the amount of \nany overtime projected as necessary to Substantially Complete the Work by the \nCompletion Date) as then known by Landlord, and such statement shall indicate \nthe amount, if any, by which the Actual TI Costs exceeds the Tenant \nImprovement Allowance (the \"Excess Tenant Improvement Costs\").  The term \n\"Excess Tenant Improvement Costs\" shall also include the costs related to any \nand all Change Orders.  Tenant agrees, within three (3) days after submission \nto it of such statement, to execute and deliver to Landlord, in the form then \nin use by Landlord, an authorization to proceed with the Work and notice of \nits election to either amortize the.Excess Tenant Improvement Costs over the \ninitial term of the Lease or to pay to Landlord such Excess Tenant \nImprovement Costs in cash in one of the following described manners: (a) A \nportion of the Excess Tenant Improvement Costs up to a maximum amount of four \nhundred seventy-six thousand two hundred twenty-five and 00\/100 Dollars \n($476,225.00), based on five and 00\/100 Dollars ($5.00) per rentable square \nfoot for 95,245 square feet of the Premises, shall be amortized over the \ninitial term of the Lease at the rate of ten percent (10%) per annum and such \namortized amount shall be paid by Tenant with, and as part of, the Rent for \nthe Premises in accordance with the provisions and requirements of Section 3 \nof the Lease (the \"Amortized Excess TI Costs\").  The portion of the Excess \nTenant Improvement Costs in excess of the Amortized Excess TI Costs shall be \npaid by Tenant, in cash, to Landlord concurrently with Tenant's delivery to \nLandlord of the aforementioned signed written authorization to proceed.  No \nWork shall be commenced until Tenant has fully complied with the preceding \nprovisions of this Section 10.  If Tenant fails to remit the sums so demanded \nby Landlord pursuant to Section 8 above and this Section 10 within the time \nperiods required, Landlord may, at its option, declare Tenant in default \nunder the Lease; or (b) Tenant shall faithfully pay all of the Excess Tenant \nImprovement Costs to Landlord in cash, concurrently with Tenant's delivery to \nLandlord of the aforementioned signed written authorization to proceed.  No \nWork shall be commenced until Tenant has fully complied with the preceding \nprovisions of this Section 10.  If Tenant fails to remit the sums so demanded \nby Landlord pursuant to Section 8 above and this Section 10 within the time \nperiods required, Landlord may, at its option, declare Tenant in default \nunder the Lease.\n\n11.   CHANGE REQUESTS.  No changes or revisions to the approved Final \nDrawings shall be made by either Landlord or Tenant unless approved in \nwriting by both parties.  Upon Tenant's request and submission by Tenant (at \nTenant's sole cost and expense) of the necessary information and\/or plans and \nspecifications for any changes or revisions to the approved Final Drawings \nand\/or for any work other than the Work described in the approved Final \nDrawings (\"Change Requests\") and the approval by Landlord of such Change \nRequest(s), which approval Landlord agrees shall not be unreasonably withheld \nor delayed, Landlord shall perform the additional work associated with the \napproved Change Request(s), at Tenant's sole cost and expense, subject, \nhowever, to the following provisions of this Section 11.  Prior to commencing \nany additional work related to the approved Change Request(s), Landlord shall \nsubmit to Tenant a written statement of the cost of such additional work and \na proposed tenant change order therefor (\"Change Order\") in the standard form \nthen in use by Landlord. Tenant shall execute and deliver to Landlord such \nChange Order and shall pay the entire cost of such additional work in the \nfollowing described manner.  Any costs related to such approved Change \nRequest(s), Change Order and any delays associated therewith, shall be added \nto the Tenant Improvement Costs and, if the total of such Tenant Improvement \nCosts exceed the Tenant Improvement Allowance, shall be paid for by Tenant as \nand with any Excess Tenant Improvement Costs as set forth in Section 10 \nabove.  The billing for such additional costs to Tenant shall be accompanied \nby evidence of the amounts billed as is customarily used in the business.  \nCosts related to approved Change Requests and Change Orders shall include, \nwithout limitation, any architectural or design fees, Landlord's construction \nfee for overhead and profit, the cost of all on-site supervisory and \nadministrative staff, office, equipment and temporary services rendered by \nLandlord and\/or Landlord's consultants in connection with such Change \nRequest, and the General Contractor's price for effecting the change.  If \nTenant fails to execute or deliver such Change Order, or to pay the costs \nrelated thereto, then Landlord shall not be obligated to do any additional \nwork related to such approved Change Request(s) and\/or Change Orders, and \nLandlord may proceed to perform only the Work, as specified in the Final \nDrawings.\n\n12.   TERMINATION.  If the Lease is terminated prior to the Completion Date, \nfor any reason due to the default of Tenant hereunder, in addition to any \nother remedies available to Landlord under the Lease, Tenant shall pay to \nLandlord as Additional Rent under the Lease, within five (5) days of receipt \nof a statement therefor, any and all costs incurred by Landlord and not \nreimbursed or otherwise paid by Tenant through the date of termination in \nconnection with the Tenant Improvements to the extent planned, installed \nand\/or constructed as of such date of termination, including, but not limited \nto, any costs related to the removal of all or any portion of the Tenant \nImprovements and restoration costs related thereto.  Subject to the \nprovisions of Section 10.2 of the Lease, upon the expiration or earlier \ntermination of the Lease, Tenant shall not be required to remove the Tenant \nImprovements it being the intention of the parties that the Tenant \nImprovements are to be considered incorporated into the Building.  \nNotwithstanding anything to the contrary contained herein, Landlord shall \nhave the right to terminate the Lease, upon written notice to Tenant, if \nLandlord is unable to obtain a building permit for the Tenant Improvements \nwithin ninety (90) days from the date the Lease is signed by Tenant, despite \nLandlord's diligent efforts to do so.\n\n                                          4\n\n\n\n13.   TENANT ACCESS.  Landlord, hereby grants Tenant the right to have access \nto the Premises prior to the Completion Date to allow Tenant to do other work \nrequired by Tenant to make the Premises ready for Tenant's use and occupancy \n(the \"Tenant's Pre-Occupancy Work\").  It shall be a condition to the grant by \nLandlord and continued effectiveness of such right that:\n\n      (a)  Tenant shall give to Landlord a written request to have such \naccess not less than five (5) business days prior to the date on which such \nproposed access will commence (the \"Access Notice\").  The Access Notice shall \ncontain or be accompanied by each of the following items, all in form and \nsubstance reasonably acceptable to Landlord: (i) a detailed description of \nand schedule for Tenant's Pre-Occupancy Work; (ii) the names and addresses of \nall contractors, subcontractors and material suppliers and all other \nrepresentatives of Tenant who or which will be entering the Premises on \nbehalf of Tenant to perform Tenant's Pre-Occupancy Work or will be supplying \nmaterials for such work, and the approximate number of individuals, itemized \nby trade, who will be present in the Premises; (iii) copies of all contracts, \nsubcontracts, material purchase orders, plans and specifications pertaining \nto Tenant's Pre-Occupancy Work; (iv) copies of all licenses and permits \nrequired in connection with the performance of Tenant's Pre-Occupancy Work; \n(v) certificates of insurance (in amounts satisfactory to Landlord and with \nthe parties identified in, or required by, the Lease named as additional \ninsureds) and instruments of indemnification against all claims, costs, \nexpenses, penalties, fines, and damages which may arise in connection with \nTenant's Pre-Occupancy Work; and (vi) assurances of the ability of Tenant to \npay for all of Tenant's Pre-Occupancy Work and\/or a letter of credit or other \nsecurity deemed appropriate by Landlord securing Tenant's lien-free \ncompletion of Tenant's Pre-Occupancy Work.\n\n      (b)  Such pre-term access by Tenant and Tenant's employees, agents, \ncontractors, consultants, workmen, mechanics, suppliers and invitees shall be \nsubject to scheduling by Landlord.\n\n      (c)  Tenant's employees, agents, contractors, consultants, workmen, \nmechanics, suppliers and invitees shall fully cooperate, work in harmony and \nnot, in any manner, interfere with Landlord or Landlord's agents or \nrepresentatives in performing the Work and any additional work pursuant to \napproved Change Orders, Landlord's work in other areas of the Building or the \nPark, or the general operation.  of the Building.  If at any time any such \nperson representing Tenant shall not be cooperative or shall otherwise cause \nor threaten to cause any such disharmony or interference, including, without \nlimitation, labor disharmony, and Tenant fails to immediately institute and \nmaintain corrective actions as directed by Landlord, then Landlord may revoke \naccess to such party upon twenty-four (24) hours' prior written notice to \nTenant.\n\n      (d)  Any such entry into and occupancy of the Premises or any portion \nthereof by Tenant or any person or entity working for or on behalf of Tenant \nshall be deemed to be subject to all of the terms, covenants, conditions and \nprovisions of the Lease, excluding only the covenant to pay Rent. Landlord \nshall not be liable for any injury, loss or damage which may occur to any of \nTenant's Pre-Occupancy Work made in or about the Premises or to any property \nplaced therein prior to the commencement of the term of the Lease, the same \nbeing at Tenant's sole risk and liability.  Tenant shall be liable to \nLandlord for any damage to any portion of the Premises, the Work or the \nadditional work related to any approved Change Orders caused by Tenant or any \nof Tenant's employees, agents, contractors, consultants, workmen, mechanics, \nsuppliers and invitees.  In the event that the performance of Tenant's \nPre-Occupancy Work causes extra costs to be incurred by Landlord or requires \nthe use of other Building services, Tenant shall promptly reimburse Landlord \nfor such extra costs and\/or shall pay Landlord for such other Building \nservices at Landlord's standard rates then in effect.\n\n14.   LEASE PROVISIONS; CONFLICT.  The terms and provisions of the Lease, \ninsofar as they are applicable, in whole or in part, to this EXHIBIT B, are \nhereby incorporated herein by reference, and specifically including all of \nthe provisions of Section 31 of the Lease.  In the event of any conflict \nbetween the terms of the Lease and this EXHIBIT B, the terms of this EXHIBIT \nB shall prevail.  Any amounts payable by Tenant to Landlord hereunder shall \nbe deemed to be Additional Rent under the Lease and, upon any default in the \npayment of same, Landlord shall have all rights and remedies available to it \nas provided for in the Lease.\n\n                                          5\n\n\n\n                       EXHIBIT B-1 TO LEASE AGREEMENT\n                     LINCOLN BRIDGEWAY TECHNOLOGY CENTER\n\n                               BUILDING SHELL\n\n\n*     High quality, painted tilt-up concrete construction\n\n*     5\" reinforced, sealed concrete slab\n\n*     6\" concrete truck dock aprons (reinforced with 6\" gravel base)\n\n*     8 - 9' x 10' dock height truck doors per building\n\n*     2 - 10' x 12' drive through truck doors per building\n\n*     20' - 24' clear height, 12.5 lbs.\/sf rated roof\n\n*     2000A, 480v, 3 phase electrical service per building\n\n*     0.60 GPM on 3,000 sf fire sprinklers\n\n\n\n\n\n\n\n\n\n\nINITIALS:\n\nTENANTS:   \n            ------------------\n\nLANDLORD:  \n            ------------------\n\n\n\n\n\n\n\n\n                                          1\n\n\n\n\n                        EXHIBIT C TO LEASE AGREEMENT\n                             RULES &amp; REGULATIONS\n\nThis exhibit, entitled \"Rules &amp; Regulations\", is and shall constitute EXHIBIT \nC to that certain Lease Agreement dated February 11, 1997 (the \"Lease\"), by \nand between WHLNF REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited \npartnership (\"Landlord\") and InVision Technologies, Inc., a Delaware \ncorporation (\"Tenant\") for the leasing of certain premises located in the \nLincoln Bridgeway Technology Center Park at 7151 Gateway Boulevard, Newark, \nCalifornia (the \"Premises\").  The terms, conditions and provisions of this \nEXHIBIT C are hereby incorporated into and are made a part of the Lease. Any \ncapitalized terms used herein and not otherwise defined herein shall have the \nmeaning ascribed to such terms as set forth in the Lease:\n\n1.    No advertisement, picture or sign of any sort shall be displayed on or \n      outside the Premises or the Building without the prior written consent \n      of Landlord.  Landlord shall have the right to remove any such \n      unapproved item without notice and at Tenant's expense.\n\n2.    Tenant shall not regularly park motor vehicles in designated parking \n      areas after the conclusion of normal daily business activity.\n\n3.    Tenant shall not use any method of heating or air conditioning other \n      than that supplied by Landlord without the prior written consent of \n      Landlord, which shall not be unreasonably withheld or delayed.\n\n4.    All window coverings installed by Tenant and visible from the outside \n      of the Building require the prior written approval of Landlord.\n\n5.    Tenant shall not use, keep or permit to be used or kept any foul or \n      noxious gas or substance or any flammable or combustible materials on \n      or around the Premises, the Building or the Park, except as otherwise \n      permitted in this Lease.\n\n6.    Tenant shall not alter any lock or install any new locks or bolts on \n      any door at the Premises without giving Landlord prior notice.\n\n7.    Tenant agrees not to make any duplicate keys without the prior consent \n      of Landlord.\n\n8.    Tenant shall park motor vehicles in those general parking areas as \n      designated by Landlord except for loading and unloading.  During those \n      periods of loading and unloading, Tenant shall not unreasonably \n      interfere with traffic flow within the Park and loading and unloading \n      areas of other tenants.\n\n9.    Tenant shall not disturb, solicit or canvas any occupant of the \n      Building or Park and shall cooperate to prevent same.\n\n10.   No person shall go on the roof without Landlord's permission.\n\n11.   Business machines and mechanical equipment belonging to Tenant which \n      cause noise or vibration that may be transmitted to the structure of \n      the Building, to such a degree as to be objectionable to Landlord or \n      other Tenants, shall be placed and maintained by Tenant, at Tenant's \n      expense, on vibration eliminators or other devices sufficient to \n      eliminate noise or vibration.\n\n12.   All goods, including material used to store goods, delivered to the \n      Premises of Tenant shall be immediately moved into the Premises and \n      shall not be left in parking or receiving areas overnight.\n\n13.   Tractor trailers which must be unhooked or parked with dolly wheels \n      beyond the concrete loading areas must use steel plates or wood blocks \n      under the dolly wheels to prevent damage to the asphalt paving \n      surfaces.  No parking or storing of such trailers will be permitted in \n      the auto parking areas of the Park or on streets adjacent thereto.\n\n14.   Forklifts which operate on asphalt paving areas shall not have solid \n      rubber tires and shall only use tires that do not damage the asphalt.\n\n15.   Tenant is responsible for the storage and removal of all trash and \n      refuse. All such trash and refuse shall be contained in suitable \n      receptacles stored behind screened enclosures at locations approved by \n      Landlord.\n\n16.   Tenant shall not store or permit the storage or placement of goods, or \n      merchandise or pallets or equipment of any sort in or around the \n      Premises, the Building, the Park or any of the Common Areas of the \n      foregoing.  No displays or sales of merchandise shall be allowed in the \n      parking lots or other Common Areas.\n\n17.   Tenant shall not permit any animals, including, but not limited to, any \n      household pets, to be brought or kept in or about the Premises, the \n      Building, the Park or any of the Common Areas of the foregoing.\n\n18.   Tenant shall not permit any motor vehicles to be washed on any portion \n      of the Premises or in the Common Areas of the Park, nor shall Tenant \n      permit mechanical work or maintenance of motor vehicles to be performed \n      on any portion of the Premises or in the Common Areas of the Park.\n\n\n\nINITIALS:\n\nTENANTS:              ------------------\n\nLANDLORD:             ------------------\n\n\n\n                                  EXHIBIT E\n\n                 HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE\n\nYour cooperation in this matter is appreciated.  Initially, the information \nprovided by you in this Hazardous Materials Disclosure Certificate is \nnecessary for the Landlord (identified below) to evaluate and finalize a \nlease agreement with you as tenant.  After a lease agreement is signed by you \nand the Landlord (the \"Lease Agreement\"), on an annual basis in accordance \nwith the provisions of Section 29 of the signed Lease Agreement, you are to \nprovide an update to the information initially provided by you in this \ncertificate.  The information contained in the initial Hazardous Materials \nDisclosure Certificate and each annual certificate provided by you thereafter \nwill be maintained in confidentiality by Landlord subject to release and \ndisclosure as required by (i) any lenders and owners and their respective \nenvironmental consultants, (ii) any prospective purchaser(s) of all or any \nportion of the property on which the Premises are located, (iii) Landlord to \ndefend itself or its lenders, partners or representatives against any claim \nor demand, and (iv) any laws, rules, regulations, orders, decrees, or \nordinances, including, without limitation, court orders or subpoenas.  Any \nand all capitalized terms used herein, which are not otherwise defined \nherein, shall have the same meaning ascribed to such term in the signed Lease \nAgreement.  Any questions regarding this certificate should be directed to, \nand when completed, the certificate should be delivered to:\n\nLandlord:  \n           ---------------------------------------------------------------------\n           ---------------------------------------------------------------------\n            c\/o Lincoln Property Company Management Services, Inc.\n            101 Lincoln Centre Drive, Fourth Floor\n            Foster City, California 94404\n            Attn:\n            Phone: (415) 571-2200\n\nName of (Prospective) Tenant:                                              \n                             ---------------------------------------------------\nMailing Address:                                                           \n                ----------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n\nContact Person, Title and Telephone Number(s):                             \n                                              ----------------------------------\n\nContact Person for Hazardous Waste Materials Management and Manifests and\nTelephone Number(s):\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\nAddress of (Prospective) Premises:                                         \n                                  ----------------------------------------------\n\nLength of (Prospective) initial Term:                                      \n                                     -------------------------------------------\n\n1.    GENERAL INFORMATION:\n\n      Describe the initial proposed operations to take place in, on, or about \n      the Premises, including, without limitation, principal products \n      processed, manufactured or assembled services and activities to be \n      provided or otherwise conducted.  Existing tenants should describe any \n      proposed changes to on-going operations. \n\n      --------------------------------------------------------------------------\n      --------------------------------------------------------------------------\n\n2.    USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS\n\n      2.1   Will any Hazardous Materials be used, generated, stored or \n            disposed of in, on or about the Premises? Existing tenants should \n            describe any Hazardous Materials which continue to be used, \n            generated, stored or disposed of in, on or about the Premises.\n\n            Wastes                        Yes \/ \/             No \/ \/\n            Chemical Products             Yes \/ \/             No \/ \/\n            Other                         Yes \/ \/             No \/ \/\n\n            If Yes is marked, please explain:                              \n                                             -----------------------------------\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n      2.2   If Yes is marked in Section 2.1, attach a list of any Hazardous \n            Materials to be used, generated, stored or disposed of in, on or \n            about the Premises, including the applicable hazard class and an \n            estimate of the quantities of such Hazardous Materials at any \n            given time; estimated annual throughput; the proposed location(s) \n            and method of storage (excluding nominal amounts of ordinary \n            household cleaners and janitorial supplies which are not \n            regulated by any Environmental Laws); and the proposed \n            location(s) and method of disposal for each Hazardous Material, \n            including, the estimated frequency, and the proposed contractors \n            or subcontractors.  Existing tenants should attach a list setting \n            forth the information requested\n\n\n                                          1\n\n\n\n            above and such list should 'include actual data from on-going \n            operations and the identification of any variations in such \n            information from the prior year's certificate.\n\n3.    STORAGE TANKS AND SUMPS\n\n      3.1   Is any above or below ground storage of gasoline, diesel, \n            petroleum, or other Hazardous Materials in tanks or sumps \n            proposed in, on or about the Premises? Existing tenants should\n            describe any such actual or proposed activities.\n\n            Yes \/ \/             No \/ \/\n\n            If Yes, please explain:                                        \n                                   ---------------------------------------------\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n                                                                           \n                                                                           \n\n4.    WASTE MANAGEMENT\n\n      4.1   Has your company been issued an EPA Hazardous Waste Generator \n            I.D. Number?  Existing tenants should describe any additional \n            identification numbers issued since the previous certificate.     \n                                                    \n\n            Yes \/ \/             No \/ \/\n\n      4.2   Has your company filed a biennial or quarterly reports as a \n            hazardous waste generator? Existing tenants should describe any \n            new reports filed.\n\n            Yes \/ \/             No \/ \/\n\n            If Yes, attach a copy of the most recent report filed.\n\n      If yes, attach a copy of the most recent report filed.\n\n5.    WASTEWATER TREATMENT AND DISCHARGE\n\n      5.1   Will your company discharge wastewater or other wastes to:\n\n                     storm drain?            sewer?\n            --------                --------\n                     surface water?          no wastewater or other wastes\n            --------                -------- discharged.\n\n      Existing tenants should indicate any actual discharges.  If so, \n      describe the nature of any proposed or actual discharge(s).\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n      5.2   Will any such wastewater or waste be treated before discharge?\n\n            Yes \/ \/             No \/ \/\n\n            If Yes, describe the type of treatment proposed to be conducted.  \n            Existing tenants should describe the actual treatment conducted.\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n6.    AIR DISCHARGES\n\n      6.1   Do you plan for any air filtration systems or stacks to be used \n            in your company's operations in, on or about the Premises that \n            will discharge into the air; and will such air emissions be \n            monitored? Existing tenants should indicate whether or not there \n            are any such air filtration systems or stacks in use in, on or \n            about the Premises which discharge into the air and whether such \n            air emissions are being monitored.\n\n            Yes \/ \/             No \/ \/\n\n            If Yes, please describe.                                          \n                                 -------------------------------------------- \n           \n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n      6.2   Do you propose to operate any of the following types of \n            equipment, or any other equipment requiring an air emissions \n            permit? Existing tenants should specify any such equipment being \n            operated in, on or about the Premises.\n\n                     Spray booth(s)          Incinerator(s)\n            --------                --------\n                     Dip tank(s)             Other (please describe)\n            --------                --------\n\n\n                                          2\n\n\n\n                     Drying oven(s)          No Equipment Requiring air Permits\n            --------                --------\n\n            If Yes, please describe.                                       \n                                    --------------------------------------------\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n7.    HAZARDOUS MATERIALS DISCLOSURES\n\n      7.1   Has your company prepared or will it be required to prepare a \n            Hazardous, Materials management plan (\"Management Plan\") pursuant \n            to Fire Department or other governmental or regulatory agencies' \n            requirements? Existing tenants should indicate whether or not a \n            Management Plan is required and has been prepared.\n\n            Yes \/ \/             No \/ \/\n\n            If yes, attach a copy of the Management Plan.  Existing tenants \n            should attach a copy of any required updates to the Management \n            Plan.\n\n      7.2   Are any of the Hazardous Materials, and in particular chemicals, \n            proposed to be used in your operations in, on or about the \n            Premises regulated under Proposition 65? Existing tenants should \n            indicate whether or not there are any new Hazardous Materials \n            being so used which are regulated under Proposition 65.\n\n            Yes \/ \/             No \/ \/\n\n            If Yes, please explain:                                        \n                                   ---------------------------------------------\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n8.    ENFORCEMENT ACTIONS AND COMPLAINTS\n\n      8.1   With respect to Hazardous Materials or Environmental Laws, has \n            your company ever been subject to any agency enforcement actions, \n            administrative orders, or consent decrees or has your company \n            received requests for information, notice or demand letters, or \n            any other inquiries regarding its operations? Existing tenants \n            should indicate whether or not any such  actions, orders or \n            decrees have been, or are in the process of being, undertaken or \n            if any such requests have been received.\n\n            Yes \/ \/             No \/ \/\n\n            If yes, describe the actions, orders or decrees and any \n            continuing compliance obligations imposed as a result of these \n            actions, orders or decrees and also describe any requests, \n            notices or demands, and attach a copy of all such documents.  \n            Existing tenants should describe and attach a copy of any new \n            actions, orders, decrees, requests, notices or demands not \n            already delivered to Landlord pursuant to the provisions of \n            Section 29 of the signed Lease Agreement.\n\n      8.2   Have there ever been, or are there now pending, any lawsuits \n            against your company regarding any environmental or health and \n            safety concerns?\n\n            Yes \/ \/             No \/ \/\n\n            If yes, describe any such lawsuits and attach copies of the \n            complaint(s), cross-complaint(s), pleadings and all other \n            documents related thereto as requested by Landlord.   Existing \n            tenants should describe and attach a copy of any new \n            complaint(s), cross-complaint(s), pleadings and other related \n            documents not already delivered to Landlord pursuant to the \n            provisions of Section 29 of the signed Lease Agreement.\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n      8.3   Have there been any problems or complaints from adjacent tenants, \n            owners or other neighbors at your company's current facility with \n            regard to environmental or health and safety concerns?  Existing \n            tenants should indicate whether or not there have been any such \n            problems or complaints from adjacent tenants, owners or other \n            neighbors at, about or near the Premises.\n\n            Yes \/ \/             No \/ \/\n\n            If yes, please describe.  Existing tenants should describe any \n            such problems or complaints not already disclosed to Landlord \n            under the provisions of the signed Lease Agreement.\n\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n\n                                          3\n\n\n\n\n9.    PERMITS AND LICENSES\n\n      9.1   Attach copies of all Hazardous Materials permits and licenses \n            including a Transporter Permit number issued to your company with \n            respect to its proposed operations in, on or about the Premises, \n            including, without limitation, any wastewater discharge permits, \n            air emissions permits, and use permits or approvals.  Existing \n            tenants should attach copies of any new permits and licenses as \n            well as any renewals of permits or licenses previously issued.\n\nThe undersigned hereby acknowledges and agrees that (A) this Hazardous \nMaterials Disclosure Certificate is being delivered in connection with, and \nas required by, Landlord in connection with the evaluation and finalization \nof a Lease Agreement and will be attached thereto as an exhibit; (B) that \nthis Hazardous Materials Disclosure Certificate is being delivered in \naccordance with, and as required by, the provisions of Section 29 of the \nLease Agreement; and (c) that Tenant shall have and retain full and complete \nresponsibility and liability with respect to any of the Hazardous Materials \ndisclosed in the HazMat Certificate notwithstanding Landlord's\/Tenant's \nreceipt and\/or approval of such certificate.  Tenant further agrees that none \nof the following described acts or events shall be construed or otherwise \ninterpreted as either (a) excusing, diminishing or otherwise limiting Tenant \nfrom the requirement to fully and faithfully perform its obligations under \nthe Lease with respect to Hazardous Materials, including, without limitation, \nTenant's indemnification of the Indemnitees and compliance with all \nEnvironmental Laws, or (b) imposing upon Landlord, directly or indirectly, \nany duty or liability with respect to any such Hazardous Materials, \nincluding, without limitation, any duty on Landlord to investigate or \notherwise verify the accuracy of the representations and statements made \ntherein or to ensure that Tenant is in compliance with all Environmental \nLaws; (i) the delivery of such certificate to Landlord and\/or Landlord's \nacceptance of such certificate, (ii) Landlord's review and approval of such \ncertificate, (iii) Landlord's failure to obtain such certificate from Tenant \nat any time, or (iv) Landlord's actual or constructive knowledge of the types \nand quantities of Hazardous Materials being used, stored, generated, disposed \nof or transported on or about the Premises by Tenant or Tenant's \nRepresentatives. Notwithstanding the foregoing or anything to the contrary \ncontained herein, the undersigned acknowledges and agrees that Landlord and \nits partners, lenders and representatives may, and will, rely upon the \nstatements, representations, warranties, and certifications made herein and \nthe truthfulness thereof in entering into the Lease Agreement and the \ncontinuance thereof throughout the term, and any renewals thereof, of the \nLease Agreement.\n\nI (print name)                , acting with full authority to bind the \n(proposed) Tenant and on behalf of the (proposed) Tenant, certify, represent \nand warrant that the information contained in this certificate is true and \ncorrect.\n\n(PROSPECTIVE) TENANT:\n\nBy:\n   ----------------------------------------------------\n\nTitle:\n      -------------------------------------------------\n\nDate:\n     --------------------------------------------------\n\n\n\n\nINITIALS:\n\nTENANT:    \n            ----------------\n\nLANDLORD:  \n            ----------------\n\n\n\n                                          4\n\n\n\n                                  EXHIBIT F\n\n                     FIRST AMENDMENT TO LEASE AGREEMENT\n\n                         CHANGE OF COMMENCEMENT DATE\n\n\nThis First Amendment to Lease Agreement (the \"Amendment\") is made and entered \ninto as of ____________________, by and between ___________________ \n(\"Landlord\"), and (\"Tenant\"), with reference to the following facts:\n\n                                  RECITALS\n\nA.    Landlord and Tenant have entered into that certain Lease Agreement \n      dated ______________ (the       \"Lease\"), for the leasing of certain \n      premises containing approximately _____________ rentable square feet of \n      space located at   , California (the \"Premises\") as such Premises are \n      more fully described in the Lease.\n\nB.    Landlord and Tenant wish to amend the Commencement Date of the Lease.\n\nNOW, THEREFORE, in consideration of the foregoing and for other good and \nvaluable consideration, the receipt and adequacy of which are hereby \nacknowledged, Landlord and Tenant hereby agree as follows:\n\n      1.    RECITALS: Landlord and Tenant agree that the above recitals are \n            true and correct.\n\n      2.    The Commencement Date of the Lease shall be The last day of the \n            Term of the Lease (the \"Expiration Date\") shall be The dates on \n            which the Base Rent will be adjusted are:\n\n      3.    The last day of the Term of the Lease (the \"Expiration Date\") shall\n            be __________.\n\n      4.    The date on which the Base Rent will be adjusted are:\n\n            for the period _______ to ________ the monthly Base Rent shall be\n              $_____________;\n            for the period _______ to ________ the monthly Base Rent shall be \n              $_____________; and\n            for the period _______ to ________ the monthly Base Rent shall be\n              $_____________\n\n      5.    EFFECT OF AMENDMENT: Except as modified herein, the terms and \n            conditions of the Lease shall remain unmodified and continue in \n            full force and effect.  In the event of any conflict between the \n            terms and conditions of the Lease and this Amendment, the terms \n            and conditions of this Amendment shall prevail.\n\n      6.    DEFINITIONS: Unless otherwise defined in this Amendment, all \n            terms not defined in this Amendment shall have the meaning set \n            forth in the Lease.\n\n      7.    AUTHORITY: Subject to the provisions of the Lease, this Amendment \n            shall be binding upon and inure to the benefit of the parties \n            hereto, their respective heirs, legal representatives, successors \n            and assigns.  Each party hereto and the persons signing below \n            warrant that the person signing below on such party's behalf is \n            authorized to do so and to bind such party to the terms of this \n            Amendment.\n\n      8.    The terms and provisions of the Lease are hereby incorporated in \n            this Amendment.\n\nIN WITNESS WHEREOF, the parties have executed this Amendment as of the date \nand year first above written.\n\nINITIALS:\n\nTENANTS:   \n            ------------------\n\nLANDLORD:  \n            ------------------\n\n\n\n\n                                  EXHIBIT G\n\n         TENANT'S INITIAL HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE\n\n\nYour cooperation in this matter is appreciated.  Initially, the information \nprovided by you in this Hazardous Materials Disclosure Certificate is \nnecessary for the Landlord (identified below) to evaluate and finalize a \nlease agreement with you as tenant.  After a lease agreement is signed by you \nand the Landlord (the \"Lease Agreement\"), on an annual basis in accordance \nwith the provisions of Section 29 of the signed Lease Agreement, you are to \nprovide an update to the information initially provided by you in this \ncertificate.  The information contained in the initial Hazardous Materials \nDisclosure Certificate and each annual certificate provided by you thereafter \nwill be maintained in confidentiality by Landlord subject to release and \ndisclosure as required by (i) any lenders and owners and their respective \nenvironmental consultants, (ii) any prospective purchaser(s) of all or any \nportion of the property on which the Premises are located, (iii) Landlord to \ndefend itself or its lenders, partners or representatives against any claim \nor demand, and (iv) any laws, rules, regulations, orders, decrees, or \nordinances, including, without limitation, court orders or subpoenas.  Any \nand all capitalized terms used herein, which are not otherwise defined \nherein, shall have the same meaning ascribed to such term in the signed Lease \nAgreement.  Any questions regarding this certificate should be directed to, \nand when completed, the certificate should be delivered to:\n\nLandlord:\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n            c\/o Lincoln Property Company Management Services, Inc.\n            101 Lincoln Centre Drive, Fourth Floor\n            Foster City, California 94404\n            Attn:\n            Phone: (415) 571-2200\n\nName of (Prospective) Tenant:                                              \n                             ---------------------------------------------------\nMailing Address:                                                           \n                ----------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n\nContact Person, Title and Telephone Number(s):                             \n                                              ----------------------------------\n\nContact Person for Hazardous Waste Materials Management and Manifests and\nTelephone Number(s):\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\nAddress of (Prospective) Premises:                                         \n                                  ----------------------------------------------\n\nLength of (Prospective) initial Term:                                      \n                                     -------------------------------------------\n\n1.    GENERAL INFORMATION:\n\n      Describe the initial proposed operations to take place in, on, or about \n      the Premises, including, without limitation, principal products \n      processed, manufactured or assembled services and activities to be \n      provided or otherwise conducted.  Existing tenants should describe any \n      proposed changes to on-going operations.\n      --------------------------------------------------------------------------\n      --------------------------------------------------------------------------\n\n2.    USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS\n\n      2.1   Will any Hazardous Materials be used, generated, stored or \n            disposed of in, on or about the Premises? Existing tenants should \n            describe any Hazardous Materials which continue to be used, \n            generated, stored or disposed of in, on or about the Premises.\n\n            Wastes                        Yes \/ \/             No \/ \/\n            Chemical Products             Yes \/ \/             No \/ \/\n            Other                         Yes \/ \/             No \/ \/\n\n            If Yes is marked, please explain:                              \n                                             -----------------------------------\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n      2.2   If Yes is marked in Section 2.1, attach a list of any Hazardous \n            Materials to be used, generated, stored or disposed of in, on or \n            about the Premises, including the applicable hazard class and an \n            estimate of the quantities of such Hazardous Materials at any \n            given time;  estimated annual throughput; the proposed \n            location(s) and method of storage (excluding nominal amounts of \n            ordinary household cleaners and janitorial supplies which are not \n            regulated by any Environmental Laws); and the proposed \n            location(s) and method of disposal for each Hazardous Material, \n            including, the estimated frequency, and the proposed contractors \n            or subcontractors.  Existing tenants should attach a list setting \n            forth the information requested\n\n                                          1\n\n\n\n\n            above and such list should 'include actual data from on-going \n            operations and the identification of any variations in such \n            information from the prior year's certificate.\n\n3.    STORAGE TANKS AND SUMPS\n\n      3.1   Is any above or below ground storage of gasoline, diesel, \n            petroleum, or other Hazardous Materials in tanks or sumps \n            proposed in, on or about the Premises? Existing tenants should \n            describe any such actual or proposed activities.\n\n            Yes \/ \/             No \/ \/\n\n            If Yes, please explain:                                        \n                                   ---------------------------------------------\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n4.    WASTE MANAGEMENT\n\n      4.1   Has your company been issued an EPA Hazardous Waste Generator \n            I.D. Number?  Existing tenants should describe any additional \n            identification numbers issued since the previous certificate. \n\n            Yes \/ \/             No \/ \/\n\n      4.2   Has your company filed a biennial or quarterly reports as a \n            hazardous waste generator? Existing tenants should describe any \n            new reports filed.\n\n            Yes \/ \/             No \/ \/\n\n            If Yes, attach a copy of the most recent report filed.\n\n      If yes, attach a copy of the most recent report filed.\n\n5.    WASTEWATER TREATMENT AND DISCHARGE\n\n      5.1   Will your company discharge wastewater or other wastes to:\n\n                     storm drain?            sewer?\n            --------                --------\n                     surface water?          no wastewater or other wastes\n            --------                -------- discharged.\n\n      Existing tenants should indicate any actual discharges.  If so, \n      describe the nature of any proposed or actual discharge(s).\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n      5.2   Will any such wastewater or waste be treated before discharge?\n\n            Yes \/ \/             No \/ \/\n\n            If Yes, describe the type of treatment proposed to be conducted.  \n            Existing tenants should describe the actual treatment conducted.\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n\n6.    AIR DISCHARGES\n\n      6.1   Do you plan for any air filtration systems or stacks to be used \n            in your company's operations in, on or about the Premises that \n            will discharge into the air; and will such air emissions be \n            monitored? Existing tenants should indicate whether or not there \n            are any such air filtration systems or stacks in use in, on or \n            about the Premises which discharge into the air and whether such \n            air emissions are being monitored.\n\n            Yes \/ \/             No \/ \/\n\n            If Yes, please describe.                                       \n                                    --------------------------------------------\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n      6.2   Do you propose to operate any of the following types of \n            equipment, or any other equipment requiring an air emissions \n            permit? Existing tenants should specify any such equipment being \n            operated in, on or about the Premises.\n\n                     Spray booth(s)          Incinerator(s)\n            --------                --------\n                     Dip tank(s)             Other (please describe)\n            --------                --------\n\n\n                                          2\n\n\n\n\n                     Drying oven(s)          No Equipment Requiring air Permits\n            --------                --------\n\n            If Yes, please describe.                                       \n                                    --------------------------------------------\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n7.    HAZARDOUS MATERIALS DISCLOSURES\n\n      7.1   Has your company prepared or will it be required to prepare a \n            Hazardous, Materials management plan (\"Management Plan\") pursuant \n            to Fire Department or other governmental or regulatory agencies' \n            requirements? Existing tenants should indicate whether or not a \n            Management Plan is required and has been prepared.\n\n            Yes \/ \/             No \/ \/\n\n            If yes, attach a copy of the Management Plan.  Existing tenants \n            should attach a copy of any required updates to the Management \n            Plan.\n\n      7.2   Are any of the Hazardous Materials, and in particular chemicals, \n            proposed to be used in your operations in, on or about the \n            Premises regulated under Proposition 65? Existing tenants should \n            indicate whether or not there are any new Hazardous Materials \n            being so used which are regulated under Proposition 65.\n\n            Yes \/ \/             No \/ \/\n\n            If Yes, please explain:                                        \n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n8.    ENFORCEMENT ACTIONS AND COMPLAINTS\n\n      8.1   With respect to Hazardous Materials or Environmental Laws, has \n            your company ever been subject to any agency enforcement actions, \n            administrative orders, or consent decrees or has your company \n            received requests for information, notice or demand letters, or \n            any other  inquiries regarding its operations? Existing tenants \n            should indicate whether or not any such actions, orders or \n            decrees have been, or are in the process of being, undertaken or \n            if any such requests have been received.\n\n            Yes \/ \/             No \/ \/\n\n            If yes, describe the actions, orders or decrees and any \n            continuing compliance obligations imposed as a result of these \n            actions, orders or decrees and also describe any requests, \n            notices or demands, and attach a copy of all such documents.  \n            Existing tenants should describe andattach a copy of any new \n            actions, orders, decrees, requests, notices or demands not \n            already delivered to Landlord pursuant to the provisions of \n            Section 29 of the signed Lease Agreement.\n\n      8.2   Have there ever been, or are there now pending, any lawsuits \n            against your company regarding any environmental or health and \n            safety concerns?\n\n            Yes \/ \/             No \/ \/\n\n            If yes, describe any such lawsuits and attach copies of the \n            complaint(s), cross-complaint(s), pleadings and all other \n            documents related thereto as requested by Landlord.   Existing \n            tenants  should describe and attach a copy of any new \n            complaint(s), cross-complaint(s), pleadings and other related \n            documents not already delivered to Landlord pursuant to the \n            provisions of Section 29 of the signed Lease Agreement.\n\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n      8.3   Have there been any problems or complaints from adjacent tenants, \n            owners or other neighbors at your company's current facility with \n            regard to environmental or health and safety concerns? Existing \n            tenants should indicate whether or not there have been any such \n            problems or  complaints from adjacent tenants, owners or other \n            neighbors at, about or near the Premises.\n\n            Yes \/ \/             No \/ \/\n\n            If yes, please describe.  Existing tenants should describe any \n            such problems or complaints not already disclosed to Landlord \n            under the provisions of the signed Lease Agreement.\n\n            --------------------------------------------------------------------\n            --------------------------------------------------------------------\n\n\n                                          3\n\n\n\n\n9.    PERMITS AND LICENSES\n\n      9.1   Attach copies of all Hazardous Materials permits and licenses \n            including a Transporter Permit number issued to your company with \n            respect to its proposed operations in, on or about the Premises, \n            including, without limitation, any wastewater discharge permits, \n            air emissions permits, and use permits or approvals.  Existing \n            tenants should attach copies of any new permits and licenses as \n            well as any renewals of permits or licenses previously issued.\n\nThe undersigned hereby acknowledges and agrees that (A) this Hazardous \nMaterials Disclosure Certificate is being delivered in connection with, and \nas required by, Landlord in connection with the evaluation and finalization \nof a Lease Agreement and will be attached thereto as an exhibit; (B) that \nthis Hazardous Materials Disclosure Certificate is being delivered in \naccordance with, and as required by, the provisions of Section 29 of the \nLease Agreement; and (c) that Tenant shall have and retain full and complete \nresponsibility and liability with respect to any of the Hazardous Materials \ndisclosed in the HazMat Certificate notwithstanding Landlord's\/Tenant's \nreceipt and\/or approval of such certificate.  Tenant further agrees that none \nof the following described acts or events shall be construed or otherwise \ninterpreted as either (a) excusing, diminishing or otherwise limiting Tenant \nfrom the requirement to fully and faithfully perform its obligations under \nthe Lease with respect to Hazardous Materials, including, without limitation, \nTenant's indemnification of the Indemnitees and compliance with all \nEnvironmental Laws, or (b) imposing upon Landlord, directly or indirectly, \nany duty or liability with respect to any such Hazardous Materials, \nincluding, without limitation, any duty on Landlord to investigate or \notherwise verify the accuracy of the representations and statements made \ntherein or to ensure that Tenant is in compliance with all Environmental \nLaws; (i) the delivery of such certificate to Landlord and\/or Landlord's \nacceptance of such certificate, (ii) Landlord's review and approval of such \ncertificate, (iii) Landlord's failure to obtain such certificate from Tenant \nat any time, or (iv) Landlord's actual or constructive knowledge of the types \nand quantities of Hazardous Materials being used, stored, generated, disposed \nof or transported on or about the Premises by Tenant or Tenant's \nRepresentatives. Notwithstanding the foregoing or anything to the contrary \ncontained herein, the undersigned acknowledges and agrees that Landlord and \nits partners, lenders and representatives may, and will, rely upon the \nstatements, representations, warranties, and certifications made herein and \nthe truthfulness thereof in entering into the Lease Agreement and the \ncontinuance thereof throughout the term, and any renewals thereof, of the \nLease Agreement.\n\nI (print name)                , acting with full authority to bind the \n(proposed) Tenant and on behalf of the (proposed) Tenant, certify, represent \nand warrant that the information contained in this certificate is true and \ncorrect.\n\n(PROSPECTIVE) TENANT:\n\nBy:\n   ----------------------------------------------------\n\nTitle:\n      -------------------------------------------------\n\nDate:\n     --------------------------------------------------\n\n\n\n\nINITIALS:\n\nTENANT:    \n            ----------------\n\nLANDLORD:  \n            ----------------\n\n\n\n\n\n                                          4\n\n\n\n\n                                 ADDENDUM 1\n                         OPTION TO EXTEND THE LEASE\n\nThis Addendum 1 (:'Addendum\") is incorporated as a part of that certain Lease \nAgreement dated February 11, 1997 (the \"Lease\"), by and between INVISION \nTECHNOLOGIES, INC., A DELAWARE CORPORATION (\"TENANT\"), AND WHLNF REAL ESTATE \nLIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP (\"LANDLORD\"), of the \npremises located at 7151 Gateway Boulevard, Newark, California (the \n\"Premises\").  Any capitalized terms used herein and not otherwise defined \nherein shall have the meaning ascribed to such terms as set forth in the \nLease.\n\n1.      GRANT OF EXTENSION OPTION.  So long as Tenant has not at any time \nbeen, or the time of Tenant's exercise of this Option, is currently not, in \ndefault in the performance of any of its obligations under this Lease beyond \nand applicable cure period set forth in the Lease, and contingent upon review \nand approval of Tenant's then current financial condition by Landlord, Tenant \nshall have the right, at its option, to extend the term of the Lease for five \n(5) years (the \"Extended Term\").\n\n2.      TENANT'S OPTION NOTICE.  If Landlord does not receive written notice \nfrom Tenant of its exercise of this option on a date which is not more than \nthree hundred sixty (360) days nor less than two hundred forty (240) days \nprior to the end of the initial term of the Lease (the \"Option Notice\"), all \nrights under this option shall automatically lapse and terminate and shall be \nof no further force and effect. Time is of the essence herein.\n\n3.      ESTABLISHING THE MONTHLY BASE RENT FOR THE EXTENDED TERM.  The \nmonthly Base Rent for the Extended Term shall be the then current market rent \nfor the highest and best use for similar space within the area of the \nPremises in Newark, California (the \"Fair Rental Value\") agreed upon solely \nby and between Landlord and Tenant and their agents appointed for this \npurpose.  If Landlord and Tenant are unable to agree on the Fair Rental Value \nfor either the Extended Term.  within ten (10) days of receipt by Landlord of \nthe Option Notice for the Extended Term, Landlord and Tenant each, at its \ncost and by giving notice to the other party, shall appoint a competent and \ndisinterested commercial real estate broker (hereinafter \"broker\") with at \nleast five (5) years' full-time commercial real estate brokerage experience \nin the geographical area of the Premises to set the Fair Rental Value for the \nExtended Term.  If either Landlord or Tenant does not appoint a broker within \nten (10) days after the other party has given notice of the name of its \nbroker, the single broker appointed shall be the sole broker and shall set \nthe Fair Rental Value for the Extended Term.  If two (2) brokers are \nappointed by Landlord and Tenant as stated in this paragraph, they shall meet \npromptly and attempt to set the Fair Rental Value.  If the two (2) brokers \nare unable to agree within ten (10) days after the second broker has been \nappointed, they shall attempt to select a third broker, meeting the \nqualifications stated in this paragraph within ten (10) days after the last \nday the two (2) brokers are given to set the Fair Rental Value. Landlord and \nTenant each shall bear one-half (A) of the cost of appointing the third \nbroker and of paying the third broker's fee.  The third broker, however \nselected, shall be a person who has not previously acted in any capacity for \neither Landlord or Tenant.  Within fifteen (15) days after the selection of \nthe third broker, the third broker shall select one of the two Fair Rental \nValues submitted by the first two brokers as the Fair Rental Value for the \nExtended Term.  If either of the first two brokers fails to submit their \nopinion of the Fair Rental Value, then the single Fair Rental Value submitted \nshall automatically be the monthly Base Rent for the Extended Term.  The \n\"Fair Rental Value\" of the Premises shall be defined to mean the fair market \nrental value of the Premises as of the commencement of the Extended Term, \ntaking into consideration all relevant factors, including length of term, the \nuses permitted under the Lease, the quality, size, design and location of the \nPremises, including the condition and value of existing tenant improvements, \nand the monthly base rent paid by tenants for premises comparable to the \nPremises, and located in Newark, California.  In no event shall the monthly \nBase Rent for any period of the Extended Term be less than the highest \nmonthly Base Rent charged during the initial term of this Lease.\n\n4.      ADDITIONAL LEASE PROVISIONS FOR EXTENDED TERM.  Upon determination of \nthe monthly Base Rent for the Extended Term, in accordance with the terms \noutlined above, the parties shall immediately execute either the standard \nlease agreement then in use by Landlord or an amendment to this Lease, at \nLandlord's sole option. Such new lease agreement or amendment, as the case \nmay be, shall set forth among other things, the minimum monthly Base Rent for \nthe Extended Term and the actual commencement date and expiration date of the \nExtended Term.  Tenant shall have no other right to extend the term of the \nLease under this Addendum unless Landlord and Tenant otherwise agree in \nwriting.  If Tenant duly exercises this option, in accordance with the terms \ncontained herein: (1) Tenant shall accept the Premises in its then \"As-Is\" \ncondition and, accordingly, Landlord shall not be required to perform any \nadditional improvements to the Premises; and (2) Tenant hereby agrees that it \nwill solely be responsible for any and all brokerage commissions and finder's \nfees payable to any broker in connection with the option described herein, \nand Tenant hereby further agrees that Landlord shall in no event or \ncircumstance be responsible for the payment of any such commissions and fees.\n\n                                          1\n\n\n\n5.      LIMITATIONS ON, AND CONDITIONS TO, EXTENSIONS OPTIONS.  This option \nis personal to Tenant and may not be assigned, voluntarily or involuntarily, \nseparate from or as part of the Lease.  At Landlord's option, all rights of \nTenant under this option shall terminate and be of no force and effect if any \nof the following individual events occur or any combination thereof occur: \n(I) Tenant has been in default at any time during the initial term of the \nLease, or is currently in default of any provision of the Lease; and\/or (2) \nTenant has assigned its rights and obligations under all or part of the Lease \nor Tenant has subleased all or part of the Premises, except for a Permitted \nTransferee; and\/or (3) Tenant's financial condition is unacceptable to \nLandlord at the time the Option Notice is delivered to Landlord; and\/or (4) \nTenant has failed to exercise this option in a timely manner in accordance \nwith the provisions of this Addendum; and\/or ($) Tenant no longer has \npossession of all or any part of the Premises under the Lease, except in the \ncase of a Permitted Transferee, or if Lease has been terminated earlier, \npursuant to the terms of the Lease.\n\n\n\n\nINITIALS:\n\nTENANT:     \n            ----------------\n\nLANDLORD:   \n            ----------------\n\n\n\n                                          2\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9583,9579],"class_list":["post-41832","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41832","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41832"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41832"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41832"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41832"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}